Exhibit 4.8 Corporate Relations Consulting Services Agreement between Uranium
Energy Corp. and Xxxxxxx Xxxxxx and Corp. Inc. dated March 1, 2006
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CORPORATE RELATIONS
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CONSULTING SERVICES AGREEMENT
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Between:
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URANIUM ENERGY CORP.
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And:
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XXXXXXX XXXXXX AND COMPANY, INC.
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Uranium Energy Corp.
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Austin Centre, 000 Xxxxxx, Xxxxx 000 XXX, Xxxxxx, Xxxxx, X.X.X., 00000
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CORPORATE RELATIONS
CONSULTING SERVICES AGREEMENT
THIS CORPORATE RELATIONS CONSULTING SERVICES AGREEMENT is made and dated
for reference effective as at March 1, 2006 (the "Effective Date") as fully
executed on this _____ day of March, 2006 (the "Execution Date").
BETWEEN:
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URANIUM ENERGY CORP., a company incorporated under the laws of the
State of Nevada, U.S.A., and having an executive office and an address
for notice and delivery located at Austin Centre, 701 Brazos, Suite
500 PMB#, Xxxxxx, Xxxxx, X.X.X., 00000
(the "Company");
OF THE FIRST PART
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AND:
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XXXXXXX XXXXXX AND COMPANY, INC., a company incorporated under the
laws of the State of California, U.S.A., and having an address for
notice and delivery located at 0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx 000,
Xx Xxxxxx, California U.S.A., 91011
(the "Consultant");
OF THE SECOND PART
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(the Company and the Consultant being hereinafter singularly also
referred to as a "Party" and collectively referred to as the "Parties"
as the context so requires).
WHEREAS:
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A. The Company is a reporting company incorporated under the laws of the State
of Nevada, U.S.A., has its common shares listed for trading on the United States
Over-the-counter Bulletin Board market (the "OTCBB") and is subject to the
regulatory jurisdiction of the OTCBB, the Nevada Secretary of State and the
United States Securities and Exchange Commission;
B. The Consultant has experience in and specializes in providing reporting and
non-reporting companies with valuable media and investor corporate relations
services;
C. The Company is involved in the principal business of acquiring, exploring and
developing various mineral resource property interests of merit (collectively,
the "Business"), and the Company is hereby desirous of retaining the Consultant,
and the Consultant is hereby desirous of accepting such position, in order to
provide such corporate relations services to the Company and to any of its
subsidiaries in order to further the various Business interests of the Company
(collectively, the "General Consulting Services");
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D. Since the introduction of the Parties hereto the Parties hereby acknowledge
and agree that there have been various discussions, negotiations, understandings
and agreements between them relating to the terms and conditions of the General
Consulting Services and, correspondingly, that it is their intention by the
terms and conditions of this agreement (the "Agreement") to hereby replace, in
their entirety, all such prior discussions, negotiations, understandings and
agreements with respect to the General Consulting Services; and
E. The Parties hereto have agreed to enter into this Agreement which replaces,
in its entirety, all such prior discussions, negotiations, understandings and
agreements, and, furthermore, which necessarily clarifies their respective
duties and obligations with respect to the within General Consulting Services to
be provided hereunder, all in accordance with the terms and conditions of this
Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the
mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS
FOLLOWS:
Article 1
DEFINITIONS, INTERPRETATION AND SCHEDULE
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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:
(a) "Agreement" means this Corporate Relations Consulting Services
Agreement as from time to time supplemented or amended by one or more
agreements entered into pursuant to the applicable provisions hereof,
together with any Schedules attached hereto;
(b) "Arbitration Rules" means the American Arbitration Association Rules,
as amended from time to time, as set forth in Article "8" hereinbelow;
(c) "Board of Directors" means the Board of Directors of the Company as
duly constituted from time to time;
(d) "Business" has the meaning ascribed to it in recital "C." hereinabove.
(e) "business day" means any day during which Chartered Banks are open for
business in Austin, Texas, U.S.A.;
(f) "Company" means Uranium Energy Corp., a company incorporated under the
laws of the State of Nevada, U.S.A., or any successor company, however
formed, whether as a result of merger, amalgamation or other action;
(g) "Company's Non-Renewal Notice" has the meaning ascribed to it in
section "3.2" hereinbelow;
(h) "Consultant" means Xxxxxxx Xxxxxx and Company, Inc., a company
incorporated under the laws of the State of California, U.S.A., , or
any successor company, however formed, whether as a result of merger,
amalgamation or other action;
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1.1 Definitions - continued
(i) "Effective Date" has the meaning ascribed to it on the front page of
this Agreement;
(j) "Effective Termination Date" has the meaning ascribed to it in each of
sections "3.3", "3.4", "3.5" and "5.6" hereinbelow;
(k) "Execution Date" has the meaning ascribed to it on the front page of
this Agreement;
(l) "Expenses" has the meaning ascribed to it in section "4.3"
hereinbelow;
(m) "Fee" has the meaning ascribed to it in section "4.1" hereinbelow;
(n) "General Consulting Services" has the meaning ascribed to it in
section "2.1" hereinbelow; the initial particulars of which being set
forth in Schedule "A" which is attached hereto;
(o) "Indemnified Party" has the meaning ascribed to it in section "6.1"
hereinbelow;
(p) "Initial Term" has the meaning ascribed to it in section "3.1"
hereinbelow;
(q) "Notice of Termination" has the meaning ascribed to it in each of
sections "3.3", "3.4", "3.5" and "5.6" hereinbelow;
(r) "OTCBB" has the meaning ascribed to it in Recital "A." hereinabove;
(s) "Parties" or "Party" means, individually and collectively, the
Company, and/or the Consultant hereto, as the context so requires,
together with each of their respective successors and permitted
assigns as the context so requires;
(t) "Property" has the meaning ascribed to it in section "5.7"
hereinbelow;
(u) "Registration Effective Date", "Registration Statement", "Regulation
S", "Rule 144", "SEC" and "Securities Act" have the meanings ascribed
to them in section "4.2" hereinbelow;
(v) "Regulatory Approval" means the acceptance for filing, if required, of
the transactions contemplated by this Agreement by the Regulatory
Authorities;
(w) "Regulatory Authorities" and "Regulatory Authority" means, either
singularly or collectively as the context so requires, such regulatory
agencies who have jurisdiction over the affairs of either of the
Company and/or the Consultant and including, without limitation, and
where applicable, the OTCBB, the United States Securities and Exchange
Commission and all regulatory authorities from whom any such
authorization, approval or other action is required to be obtained or
to be made in connection with the transactions contemplated by this
Agreement;
(x) "Return of the Residual Signing Warrants" has the meaning ascribed to
it in section "3.3" hereinbelow;
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1.1 Definitions - continued
(y) "Signing Warrants" has the meaning ascribed to it in section "4.1"
hereinbelow;
(z) "subsidiary" means any company or companies of which more than 50% of
the outstanding shares carrying votes at all times (provided that the
ownership of such shares confers the right at all times to elect at
least a majority of the directors of such company or companies) are
for the time being owned by or held for that company and/or any other
company in like relation to that company and includes any company in
like relation to the subsidiary; and
(aa) "Warrant Shares" has the meaning ascribed to it in section "4.2"
hereinbelow.
1.2 Interpretation. For the purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
(a) 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;
(b) any reference to an entity shall include and shall be deemed to be a
reference to any entity that is a permitted successor to such entity;
and
(c) words in the singular include the plural and words in the masculine
gender include the feminine and neuter genders, and vice versa.
1.3 Schedule. For the purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, the following shall represent
the Schedule which is attached to this Agreement and which forms a material part
hereof:
Schedule Description
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Schedule "A": General Consulting Services.
Article 2
GENERAL SERVICES AND DUTIES OF THE CONSULTANT
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2.1 General Consulting Services. During the Initial Term (as hereinafter
determined) and during the continuance of this Agreement the Company hereby
agrees to retain the Consultant as a consultant of the Company, or to and on
behalf of any of the Company's respective subsidiaries, as the case may be and
as may be determined by the Board of Directors, from time to time, and in its
sole and absolute discretion, and the Consultant hereby agrees to accept such
position in order to provide such corporate relations services as may be
determined by the Board of Directors, from time to time, and in its sole and
absolute discretion, in order to develop the various Business interests of the
Company during the continuance of this Agreement (collectively, the "General
Consulting Services"); it being initially acknowledged and agreed by each of the
Parties hereto that the Consultant's initial and required General Consulting
Services under the terms and conditions of this Agreement are particularly
described in Schedule "A" which is attached hereto and which forms a material
part hereof; and it being further acknowledged and agreed by each of the Parties
hereto that the Consultant shall commit and provide to the Company the General
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2.1 General Consulting Services - continued
Consulting Services on a reasonably sufficient basis during the continuance of
this Agreement for which the Company, as more particularly set forth
hereinbelow, hereby agrees to provide to the order and direction of the
Consultant each of the proposed compensation amounts as set forth in Article "4"
hereinbelow.
In this regard it is hereby acknowledged and agreed that the Consultant
shall be entitled to communicate with and shall rely upon the immediate advice,
direction and instructions of the President of the Company, or upon the advice
or instructions of such other director or officer of the Company as the
President of the Company shall, from time to time, designate in times of the
President's absence, in order to initiate, coordinate and implement the General
Consulting Services as contemplated herein subject, at all times, to the final
direction and supervision of the Board of Directors.
2.2 Additional duties respecting the General Consulting Services. Without in any
manner limiting the generality of the General Consulting Services to be provided
as set forth in section "2.1" hereinabove, it is hereby also acknowledged and
agreed that Consultant will, during the continuance of this Agreement, devote a
reasonably sufficient portion of the Consultant's consulting time to the General
Consulting Services of the Consultant as may be determined and required by the
Board of Directors for the performance of said General Consulting Services
faithfully, diligently, to the best of the Consultant's abilities and in the
best interests of the Company.
2.3 Adherence to rules and policies. The Consultant hereby acknowledges and
agrees to abide by the reasonable rules, regulations, instructions, personnel
practices and policies of the Company and any changes therein which may be
adopted from time to time by the same as such rules, regulations, instructions,
personnel practices and policies may be reasonably applied to the Consultant as
a consultant of the Company.
Article 3
EFFECTIVENESS, INITIAL TERM, RENEWAL AND TERMINATION
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3.1 Effectiveness and Initial Term of the Agreement. This Agreement becomes
effective on the Effective Date hereinabove, however, is subject, at all times,
to the Company's prior receipt, if required, of Regulatory Approval from each of
the Regulatory Authorities to the terms and conditions of and the transactions
contemplated by this Agreement. The initial term of this Agreement is for a
period commencing on the Effective Date hereof and ending at the close of
business (Austin, Texas, U.S.A., time) six months from the Effective Date hereof
(the "Initial Term").
3.2 Renewal by the Company after the Initial Term. Subject at all times to
sections "3.3", "3.4", "3.5" and "5.6" hereinbelow, this Agreement shall renew
automatically if not specifically terminated in accordance with the following
provisions. The Company agrees to notify the Consultant in writing at least 30
calendar days prior to the end of the Initial Term of its intent not to renew
this Agreement (the "Company's Non-Renewal Notice"). Should the Company fail to
provide a Company's Non-Renewal Notice this Agreement shall automatically renew
on a month-to-month term renewal basis after the Initial Term until otherwise
specifically renewed in writing by each of the Parties hereto for the next
one-month term of renewal or, otherwise, terminated upon delivery by the Company
of a corresponding and follow-up 30 calendar day Company's Non-Renewal Notice in
connection with and within 30 calendar days prior to the end of any such
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3.2 Renewal by the Company after the Initial Term - continued
one-month term renewal period. Any such renewal on a one-month basis shall be on
the same terms and conditions contained herein unless modified and agreed to in
writing by the Parties in advance.
3.3 Termination without cause by the Consultant and Return of the Residual
Signing Warrants. Notwithstanding any other provision of this Agreement, this
Agreement may be terminated by the Consultant at any time after the Effective
Date and during the Initial Term and during the continuance of this Agreement
upon the Consultant's delivery to the Company of prior written notice of its
intention to do so (the "Notice of Termination" herein) at least 30 calendar
days prior to the effective date of any such termination (the end of such 30-day
period from such Notice of Termination being the "Effective Termination Date"
herein). In any such event the Consultant's ongoing obligation to provide the
General Consulting Services will continue until the Effective Termination Date
and, subject to the following, the Company's ongoing obligation to provide and
to pay to the Consultant all of the amounts otherwise payable to the Consultant
under Article "4" hereinbelow will continue until the Effective Termination
Date. In this regard it is hereby acknowledged and agreed by the Parties hereto
that, as the Signing Warrants (as hereinafter determined) consideration, which
is to be provided by the Company to the Consultant in accordance with section
"4.1" hereinbelow, is being provided in advance and on the premise that the
Consultant will provide the General Consulting Services for the entire Initial
Term hereof, should the Effective Termination Date hereunder be prior to the end
of the Initial Term, the Consultant shall then be required, with its Notice of
Termination, to return to the treasury of the Company, for cancellation, such
number of the Signing Warrants as will then equate to the original number of
Signing Warrants multiplied by the fraction which has, as its denominator, 183
calendar days, and which has, as its numerator, the number of calendar days to
which the Effective Termination Date hereunder is less than 183 calendar days
(collectively, the "Return of the Residual Signing Warrants").
3.4 Termination without cause by the Company. Notwithstanding any other
provision of this Agreement, this Agreement may be terminated by the Company at
any time after the Effective Date and during the Initial Term and during the
continuance of this Agreement upon the Company's delivery to the Consultant of
prior written notice of its intention to do so (the "Notice of Termination"
herein) at least 30 calendar days prior to the effective date of any such
termination (the end of such 30-day period from such Notice of Termination being
the "Effective Termination Date" herein). In any such event the Consultant's
ongoing obligation to provide the General Consulting Services will immediately
cease upon the date of the Notice of Termination, however, the Company shall
continue to be obligated to provide and to pay to the Consultant all of the
amounts otherwise payable to the Consultant under Article "4" hereinbelow until
the Effective Termination Date. In this regard it is hereby acknowledged and
agreed by the Parties hereto that, as a consequence of the Company's Notice of
Termination hereunder, there will be no requirement on behalf of the Consultant
to conduct a Return of the Residual Signing Warrants to the Company for
cancellation in the manner as set forth in section "3.3" hereinabove.
3.5 Termination for cause by any Party and Return of the Residual Signing
Warrants pending determination. Notwithstanding any other provision of this
Agreement, this Agreement may be terminated by any of the Parties hereto at any
time upon written notice to the other Party of such Party's intention to do so
(the "Notice of Termination" herein) at least 10 calendar days prior to the
effective date of any such termination (the end of such five-day period from
such Notice of Termination being the "Effective Termination Date" herein), and
damages sought, if:
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3.5 Termination for cause by any Party - continued
(a) the other Party fails to cure a material breach of any provision of
this Agreement within 10 calendar days from its receipt of written
notice from said Party (unless such material breach cannot be
reasonably cured within said 10 calendar days and the other Party is
actively pursuing to cure said material breach);
(b) the other Party is willfully non-compliant in the performance of its
respective duties under this Agreement within five calendar days from
its receipt of written notice from said Party (unless such willful
non-compliance cannot be reasonably corrected within said 10 calendar
days and the other Party is actively pursuing to cure said willful
non-compliance);
(c) the other Party commits fraud or serious neglect or misconduct in the
discharge of its respective duties hereunder or under the law; or
(d) the other Party becomes adjudged bankrupt or a petition for
reorganization or arrangement under any law relating to bankruptcy,
and where any such involuntary petition is not dismissed within 10
calendar days.
In any such event the Consultant's ongoing obligation to provide the
General Consulting Services will continue only until the Effective Termination
Date and, subject to the following, the Company's ongoing obligation to provide
and to pay to the Consultant all of the amounts otherwise payable to the
Consultant under Article "4" hereinbelow will continue until the Effective
Termination Date. In this regard it is hereby acknowledged and agreed by the
Parties hereto that, unless otherwise agreed to or finally determined by
arbitration in accordance with Article "8" hereinbelow, should the Effective
Termination Date hereunder be prior to the end of the Initial Term, the
Consultant shall then be required to conduct a Return of the Residual Signing
Warrants to the Company for cancellation in the manner as set forth in section
"3.3" hereinabove.
3.6 Effect of Termination. Terms of this Agreement relating to accounting,
payments, confidentiality, accountability for damages or claims and all other
matters reasonably extending beyond the terms of this Agreement and to the
benefit of the Parties hereto or for the protection of the Business interests of
the Company shall survive the termination of this Agreement, and any matter of
interpretation thereto shall be given a wide latitude in this regard. In
addition, and without limiting the foregoing, each of sections "3.3", "3.4",
"3.5" hereinabove and section "5.6" hereinbelow shall survive the termination of
this Agreement.
Article 4
COMPENSATION OF THE CONSULTANT
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4.1 Fee. It is hereby acknowledged and agreed that the Consultant shall render
the General Consulting Services as defined hereinabove during the Initial Term
and during the continuance of this Agreement and shall thus be compensated on a
monthly basis from the Execution Date of this Agreement to the termination of
the same by way of the payment by the Company to the Consultant, or to the
further order or direction of the Consultant as the Consultant may determine, in
the Consultant's sole and absolute discretion, and advise the Company of prior
to such payment, of the gross monthly fee of U.S. $5,000.00 (the "Fee"). Such
Fee will be due and payable by the Company to the Consultant, or to the further
order or direction of the Consultant as the Consultant may determine, in the
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4.1 Fee - continued
Consultant's sole and absolute discretion, and advise the Company of prior to
any such Fee payment, on the final business day of each month during the Initial
Term and during the continuance of this Agreement.
4.2 Signing Warrants. It is hereby acknowledged and agreed that, as an
inducement to the Consultant to enter into and consummate this Agreement, within
ten calendar days of the Effective Date of this Agreement the Company will issue
to the Consultant, or to the further order or direction of the Consultant as the
Consultant may determine, in the Consultant's sole and absolute discretion, and
advise the Company of prior to such issuance, a one-time signing bonus of
500,000 non-transferable common stock share purchase warrants from the treasury
of the Company (collectively, the "Signing Warrants"), with each such Signing
Warrant providing the Consultant with the right to acquire one common share of
the Company (each a "Warrant Share") at an exercise price of U.S. $1.00 per
Share Warrant and exercisable for a period of 10 years from the Effective Date
hereof.
In this regard the Consultant hereby acknowledges and agrees that the
Company makes no representations as to any resale or other restriction affecting
the Signing Warrants and the Warrant Shares underlying the exercise of the same
and that it is presently contemplated that the Signing Warrants will be issued
by the Company to the Consultant in reliance upon the registration and
prospectus exemptions contained in certain sections of the United States
Securities Act of 1933 (the "Securities Act") or "Regulation S" promulgated
under the Securities Act which will impose a trading restriction in the United
States on the Signing Warrants and on the Warrant Shares underlying the exercise
of the same for a period of up to 24 months from the date of issuance of the
Signing Warrants and the date of issuance of the Warrant Shares upon exercise.
In addition, the Consultant hereby also acknowledges and agrees that the within
obligation of the Company to issue the Signing Warrants will be subject to the
Company being satisfied that an exemption from applicable registration and
prospectus requirements is available under the Securities Act and all applicable
securities laws, in respect of each of the Consultant and the Signing Warrants,
and the Company shall be relieved of any obligation whatsoever to issue any
Signing Warrants in respect of the Consultant where the Company reasonably
determines that a suitable exemption is not available to it.
The Consultant hereby also acknowledges and understands that neither the
sale of the Signing Warrants or any Warrant Shares underlying the exercise of
the same which the Consultant is acquiring, nor any of the Signing Warrants or
the Warrant Shares themselves, have been registered under the Securities Act or
any state securities laws, and, furthermore, that the Signing Warrants and any
Warrant Shares underlying the exercise of the same must be held indefinitely
unless subsequently registered under the Securities Act or an exemption from
such registration is available. The Consultant also acknowledges and understands
that the certificate(s) representing the Signing Warrants and any Warrant Shares
will be stamped with the following legend (or substantially equivalent language)
restricting transfer in the following manner if such restriction is required by
the Regulatory Authorities:
"The transfer of the securities represented by this certificate is
prohibited except in accordance with the provisions of Regulation S
promulgated under the United States Securities Act of 1933, as amended (the
"Act"), pursuant to registration under the Act or pursuant to an available
exemption from registration. In addition, hedging transactions involving
such securities may not be conducted unless in compliance with the Act.".
or
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4.2 Signing Warrants - continued
"The securities represented by this certificate have not been registered
under the United States Securities Act of 1933, as amended, or the laws of
any state, and have been issued pursuant to an exemption from registration
pertaining to such securities and pursuant to a representation by the
security holder named hereon that said securities have been acquired for
purposes of investment and not for purposes of distribution. These
securities may not be offered, sold, transferred, pledged or hypothecated
in the absence of registration, or the availability of an exemption from
such registration. Furthermore, no offer, sale, transfer, pledge or
hypothecation is to take place without the prior written approval of
counsel to the company being affixed to this certificate. The stock
transfer agent has been ordered to effectuate transfers only in accordance
with the above instructions.";
and the Consultant hereby consents to the Company making a notation on its
records or giving instructions to any transfer agent of the Company in order to
implement the restrictions on transfer set forth and described hereinabove.
The Consultant also acknowledges and understands that:
(a) the Signing Warrants and any Warrant Shares are presently restricted
securities within the meaning of "Rule 144" promulgated under the
Securities Act;
(b) the exemption from registration under Rule 144 will not be available
in any event for at least one year from the date of issuance of the
Signing Warrants and any Warrant Shares to the Consultant, and even
then will not be available unless (i) a public trading market then
exists for the common stock of the Company, (ii) adequate information
concerning the Company is then available to the public and (iii) other
terms and conditions of Rule 144 are complied with; and
(c) any sale of the Warrants Shares may be made by the Consultant only in
limited amounts in accordance with such terms and conditions.
Subject to the foregoing, the Parties hereby further acknowledge and
understand that it is presently envisioned that, together with the completion of
the next private equity financing by the Company, the Company is expected to
file a "Registration Statement" under the Securities Act with the United States
Securities and Exchange Commission (the "SEC") covering, in addition to any such
private equity finance securities, the proposed registration and disposition of
all Warrant Shares issuable by the Company to the Consultant under the Signing
Warrants in accordance with said Registration Statement. In this regard the
Company also acknowledges and agrees that, upon the filing of said Registration
Statement with the SEC the Company shall use all commercial reasonable efforts
to obtain an effective date from the SEC for the Registration Statement (the
"Registration Effective Date") and, consequent thereon, to maintain the
effectiveness of the Registration Statement for a period of not less than one
year from the initial Registration Effective Date in order to coincide with the
potential exercise by the Consultant of any and all Signing Warrants issued
hereunder during that time period.
4.3 Reimbursement of Expenses. It is hereby also acknowledged and agreed that
the Consultant shall also be reimbursed for all pre-approved, direct and
reasonable expenses actually and properly incurred by the Consultant for the
benefit of the Company (collectively, the "Expenses"); and which Expenses, it is
hereby acknowledged and agreed, shall be payable by the Company to the order,
direction and account of the Consultant as the Consultant may designate in
writing, from time to time, in the Consultant's sole and absolute discretion, as
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4.3 Reimbursement of Expenses - continued
soon as conveniently possible after the prior delivery by the Consultant to the
Company of written substantiation on account of each such reimbursable Expense.
4.4 Payment of compensation as a non-taxable consultant. It is hereby
acknowledged and agreed that the Consultant will be classified as a non-taxable
consultant of the Company for all purposes. In this regard, and for all matters
relating to this Agreement therefore, the Consultant will be a consultant of the
Company under the meaning or application of any and all applicable federal and
state unemployment, insurance and workers' compensation laws, and otherwise.
Article 5
ADDITIONAL OBLIGATIONS OF THE CONSULTANT
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5.1 Reporting. At such time or times as may be required by the Board of
Directors, acting reasonably, the Consultant will provide the Board of Directors
with such information concerning the results of the Consultant's General
Consulting Services and activities hereunder for the previous month as the Board
of Directors reasonably require.
5.2 No conflict, no competition and non-circumvention. During the continuance of
this Agreement the Consultant shall not engage in any business or activity which
reasonably may detract from or conflict with the Consultant's respective duties
and obligations to the Company as set forth in this Agreement without the prior
written consent of the Board of Directors. In addition, during the continuance
of this Agreement, and for a period of at least one year following the
termination of this Agreement in accordance with either of sections "3.2",
"3.3", "3.4", "3.5" or "5.6" hereunder, the Consultant shall not engage in any
business or activity whatsoever which reasonably may be determined by the Board
of Directors, in its sole and absolute discretion, to compete with any portion
of the Business interests as contemplated hereby without the prior written
consent of the Board of Directors. Furthermore, the Consultant hereby
acknowledges and agrees, for a period of at least one year following the
termination of this Agreement in accordance with either of sections "3.3",
"3.4", "3.5" or "5.6" hereunder, not to initiate any contact or communication
directly with either the Company or any of its respective subsidiaries, as the
case may be, together with each of their respective directors, officers,
representatives, agents or employees, without the prior written consent of the
Board of Directors and, notwithstanding the generality of the foregoing, further
acknowledges and agrees, even with the prior written consent of the Board of
Directors to such contact or communication, to limit such contact or
communication to discussions outside the scope of any confidential information
(as hereinafter determined). For the purposes of the foregoing the Consultant
hereby recognizes and agrees that a breach by the Consultant of any of the
covenants herein contained would result in irreparable harm and significant
damage to the Company that would not be adequately compensated for by monetary
award. Accordingly, the Consultant agrees that, in the event of any such breach,
in addition to being entitled as a matter of right to apply to a Court of
competent equitable jurisdiction for relief by way of restraining order,
injunction, decree or otherwise as may be appropriate to ensure compliance with
the provisions hereof, the Consultant will also be liable to the Company, as
liquidated damages, for an amount equal to the amount received and earned by the
Consultant as a result of and with respect to any such breach. The Parties
hereby acknowledge and agree that if any of the aforesaid restrictions,
activities, obligations or periods are considered by a Court of competent
jurisdiction as being unreasonable, the Parties agree that said Court shall have
authority to limit such restrictions, activities or periods as the Court deems
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5.2 No conflict, no competition and non-circumvention - continued
proper in the circumstances. In addition, the Parties further acknowledge and
agree that all restrictions or obligations in this Agreement are necessary and
fundamental to the protection of the Business interests and are reasonable and
valid, and all defenses to the strict enforcement thereof by the Consultant are
hereby waived.
5.3 Confidentiality. The Consultant will not, except as authorized or required
by the Consultant's duties hereunder, reveal or divulge to any person or entity
any information concerning the organization, business, finances, transactions or
other affairs of Company or of any of the Company's respective 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 interests. 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.
5.4 Compliance with applicable laws. The Consultant will comply with all U.S.,
Canadian 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, to the best of the Consultant's knowledge, information
and belief, 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.
5.5 Opinions, reports and advice of the Consultant. The Consultant acknowledges
and agrees that all written and oral opinions, reports, advice and materials
provided by the Consultant to the Company in connection with the Consultant's
engagement hereunder are intended solely for the Company's benefit and for the
Company's uses only, and that any such written and oral opinions, reports,
advice and information are the exclusive property of the Company. In this regard
the Consultant covenants and agrees that the Company may utilize any such
opinion, report, advice and materials for any other purpose whatsoever and,
furthermore, may reproduce, disseminate, quote from and refer to, in whole or in
part, at any time and in any manner, any such opinion, report, advice and
materials in the Company's sole and absolute discretion. The Consultant further
covenants and agrees that no public references to the Consultant or disclosure
of the Consultant's role in respect of the Company may be made by the Consultant
without the prior written consent of the Board of Directors in each specific
instance and, furthermore, that any such written opinions, reports, advice or
materials shall, unless otherwise required by the Board of Directors, be
provided by the Consultant to the Company in a form and with such substance as
would be acceptable for filing with and approval by any Regulatory Authority
having jurisdiction over the affairs of the Company from time to time.
5.6 Consultant's business conduct. The Consultant warrants that the Consultant
shall conduct the business and other activities in a manner which is lawful and
reputable and which brings good repute to the Company, the Business interests
and the Consultant. In particular, and in this regard, the Consultant
specifically warrants to provide the General Consulting Services in a sound and
professional manner such that the same meets superior standards of performance
quality within the standards of the industry or as set by the specifications of
the Company. In the event that the Company has a reasonable concern that the
business as conducted by the Consultant is being conducted in a way contrary to
law or is reasonably likely to bring disrepute to the Business interests or to
12
5.6 Consultant's business conduct - continued
the Company's or the Consultant's reputation, the Company may require that the
Consultant make such alterations in the Consultant's business conduct or
structure, whether of management or Board representation or employee or
sub-licensee representation, as the Board of Directors may reasonably require,
in its sole and absolute discretion, failing which the Company, in its sole and
absolute discretion, may terminate this Agreement upon prior written notice to
the Consultant to do so (the "Notice of Termination" herein) at least 10
calendar days prior to the effective date of any such termination (the end of
such 10-day period from such Notice of Termination being the "Effective
Termination Date" herein). In any such event the Consultant's ongoing obligation
to provide the General Consulting Services will continue only until the
Effective Termination Date and, subject to the following, the Company's ongoing
obligation to provide and to pay to the Consultant all of the amounts otherwise
payable to the Consultant under Article "4" hereinabove will continue until the
Effective Termination Date. In this regard it is hereby acknowledged and agreed
by the Parties hereto that, unless otherwise agreed to or finally determined by
arbitration in accordance with Article "8" hereinbelow, should the Effective
Termination Date hereunder be prior to the end of the Initial Term, the
Consultant shall then be required to conduct a Return of the Residual Signing
Warrants to the Company for cancellation in the manner as set forth in section
"3.3" hereinabove. In the event of any debate or dispute as to the
reasonableness of the Board of Directors' request or requirements, the judgment
of the Board of Directors shall be deemed correct until such time as the matter
has been determined by arbitration in accordance with Article "8" hereinbelow.
5.7 Right of ownership to the Business and related Property. The Consultant
hereby acknowledges and agrees that any and all Company Business interests,
together with any products or improvements derived therefrom and any trade marks
or trade names used in connection with the same (collectively, the "Property"),
are wholly owned and controlled by the Company. Correspondingly, neither this
Agreement, nor the operation of the mineral property resource acquisition,
exploration and development Business contemplated by this Agreement, confers or
shall be deemed to confer upon the Consultant any interest whatsoever in and to
any of the Property. In this regard the Consultant hereby further covenants and
agrees not to, during or after the Initial Term and the continuance of this
Agreement, contest the title to any of the Property interests, in any way
dispute or impugn the validity of the Property interests or take any action to
the detriment of the Company's interests therein. The Consultant acknowledges
that, by reason of the unique nature of the Property interests, and by reason of
the Consultant's knowledge of and association with the Property interests during
the Initial Term and during the continuance of this Agreement, the aforesaid
covenant, both during the Initial Term of this Agreement and thereafter, is
reasonable and commensurate for the protection of the legitimate Business
interests of the Company. As a final note, the Consultant hereby further
covenants and agrees to immediately notify the Company of any infringement of or
challenge to the any of the Property interests as soon as the Consultant becomes
aware of the infringement or challenge.
In addition, and for even greater certainty, the Consultant hereby assigns
to the Company the entire right, title and interest throughout the world in and
to all work performed, writings, formulas, designs, models, drawings,
photographs, design inventions, and other inventions, made, conceived, or
reduced to practice or authored by the Consultant or by the Consultant's
employees, either solely or jointly with others, during the performance of this
Agreement, or which are made, conceived, or reduced to practice, or authored
with the use of information or materials of the Company either received or used
by the Consultant during the performance of this Agreement or any extension or
renewal thereof. The Consultant shall promptly disclose to the Company all
13
5.7 Right of ownership to the Business and related Property - continued
works, writings, formulas, designs, models, photographs, drawings, design
inventions and other inventions made, conceived or reduced to practice, or
authored by the Consultant or the Consultant's employees as set forth above. The
Consultant shall sign, execute and acknowledge, or cause to be signed, executed
and acknowledged without cost to Company or its nominees, patent, trademark or
copyright protection throughout the world upon all such works, writings,
formulas, designs, models, drawings, photographs, design inventions and other
inventions; title to which the Company acquires in accordance with the
provisions of this section. The Consultant has acquired or shall acquire from
each of the Consultant's employees, if any, the necessary rights to all such
works, writings, formulas, designs, models, drawings, photographs, design
inventions and other inventions made by such employees within the scope of their
employment by the Consultant in performing the General Consulting Services under
this Agreement. The Consultant shall obtain the cooperation of each such
employee to secure to the Company's or its nominee's the rights to such works,
writings, formulas, designs, models, drawings, photographs, design inventions
and other inventions as the Company may acquire in accordance with the
provisions of this section.
Article 6
INDEMNIFICATION AND LEGAL PROCEEDINGS
-------------------------------------
6.1 Indemnification. The Parties hereto hereby each agree to indemnify and save
harmless the other Party hereto and including, where applicable, their
respective subsidiaries and affiliates and each of their respective directors,
officers, employees and agents (each such party being an "Indemnified Party")
harmless from and against any and all losses, claims, actions, suits,
proceedings, damages, liabilities or expenses of whatever nature or kind and
including, without limitation, any investigation expenses incurred by any
Indemnified Party, to which an Indemnified Party may become subject by reason of
the terms and conditions of this Agreement.
6.2 No indemnification. This indemnity will not apply in respect of an
Indemnified Party in the event and to the extent that a Court of competent
jurisdiction in a final judgment shall determine that the Indemnified Party was
grossly negligent or guilty of willful misconduct.
6.3 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.
6.4 Notice of claim. In case any action is brought against an Indemnified Party
in respect of which indemnity may be sought against either of the Parties
hereto, the Indemnified Party will give both Parties hereto prompt written
notice of any such action of which the Indemnified Party has knowledge and the
relevant Party will undertake the investigation and defense thereof on behalf of
the Indemnified Party, including the prompt employment of counsel acceptable to
the Indemnified Party affected and the relevant Party and the payment of all
expenses. Failure by the Indemnified Party to so notify shall not relieve the
relevant Party of such relevant Party's obligation of indemnification hereunder
unless (and only to the extent that) such failure results in a forfeiture by the
relevant Party of substantive rights or defenses.
14
6.5 Settlement. No admission of liability and no settlement of any action shall
be made without the consent of each of the Parties hereto and the consent of the
Indemnified Party affected, such consent not to be unreasonable withheld.
6.6 Legal proceedings. Notwithstanding that the relevant Party will undertake
the investigation and defense of any action, an Indemnified Party will have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel will be at the
expense of the Indemnified Party unless:
(a) such counsel has been authorized by the relevant Party;
(b) the relevant Party has not assumed the defense of the action within a
reasonable period of time after receiving notice of the action;
(c) the named parties to any such action include that any Party hereto and
the Indemnified Party shall have been advised by counsel that there
may be a conflict of interest between any Party hereto and the
Indemnified Party; or
(d) there are one or more legal defenses available to the Indemnified
Party which are different from or in addition to those available to
any Party hereto.
6.7 Contribution. If for any reason other than the gross negligence or bad faith
of the Indemnified Party being the primary cause of the loss claim, damage,
liability, cost or expense, the foregoing indemnification is unavailable to the
Indemnified Party or insufficient to hold them harmless, the relevant Party
shall contribute to the amount paid or payable by the Indemnified Party as a
result of any and all such losses, claim, damages or liabilities in such
proportion as is appropriate to reflect not only the relative benefits received
by the relevant Party on the one hand and the Indemnified Party on the other,
but also the relative fault of relevant Party and the Indemnified Party and
other equitable considerations which may be relevant. Notwithstanding the
foregoing, the relevant Party shall in any event contribute to the amount paid
or payable by the Indemnified Party, as a result of the loss, claim, damage,
liability, cost or expense (other than a loss, claim, damage, liability, cost or
expenses, the primary cause of which is the gross negligence or bad faith of the
Indemnified Party), any excess of such amount over the amount of the fees
actually received by the Indemnified Party hereunder.
Article 7
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.
15
7.2 Notice. A Party shall within three 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 8
ARBITRATION
8.1 Matters for arbitration. Except for matters of indemnity or in the case of
urgency to prevent material harm to a substantive right or asset, the Parties
agree that all questions or matters in dispute with respect to this Agreement
shall be submitted to arbitration pursuant to the terms hereof. This provision
shall not prejudice a Party from seeking a Court order or assistance to garnish
or secure sums or to seek summary remedy for such matters as counsel may
consider amenable to summary proceedings.
8.2 Notice. It shall be a condition precedent to the right of any Party to
submit any matter to arbitration pursuant to the provisions hereof that any
Party intending to refer any matter to arbitration shall have given not less
than five business days' prior written notice of its intention to do so to the
other Parties together with particulars of the matter in dispute. On the
expiration of such five business days the Party who gave such notice may proceed
to refer the dispute to arbitration as provided for in section "8.3"
hereinbelow.
8.3 Appointments. The Party desiring arbitration shall appoint one arbitrator,
and shall notify the other Parties of such appointment, and the other Parties
shall, within five business days after receiving such notice, appoint an
arbitrator, and the two arbitrators so named, before proceeding to act, shall,
within five business days of the appointment of the last appointed arbitrator,
unanimously agree on the appointment of a third arbitrator, to act with them and
be chairperson of the arbitration herein provided for. If the other Parties
shall fail to appoint an arbitrator within five business days after receiving
notice of the appointment of the first arbitrator, and if the two arbitrators
appointed by the Parties shall be unable to agree on the appointment of the
chairperson, the chairperson shall be appointed in accordance with the
Arbitration Rules. Except as specifically otherwise provided in this section,
the arbitration herein provided for shall be conducted in accordance with such
Arbitration Rules. The chairperson, or in the case where only one arbitrator is
appointed, the single arbitrator, shall fix a time and place for the purpose of
hearing the evidence and representations of the Parties, and the chairperson
shall preside over the arbitration and determine all questions of procedure not
provided for by the Arbitration Rules or this section. After hearing any
evidence and representations that the Parties may submit, the single arbitrator,
or the arbitrators, as the case may be, shall make an award and reduce the same
to writing, and deliver one copy thereof to each of the Parties. The expense of
the arbitration shall be paid as specified in the award.
8.4 Award. The Parties agree that the award of a majority of the arbitrators, or
in the case of a single arbitrator, of such arbitrator, shall be final and
binding upon each of them.
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Article 9
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 assignment. This Agreement may not be assigned by any Party hereto except
with the prior written consent of the other Parties.
9.3 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 deposited in a recognized post office and addressed to the Party
entitled to receive the same, 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 business 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. Any
Party may at any time and from time to time notify the other Parties in writing
of a change of address and the new address to which notice shall be given to it
thereafter until further change.
9.4 Time of the essence. Time will be of the essence of this Agreement.
9.5 Enurement. This Agreement will enure to the benefit of and will be binding
upon the Parties hereto and their respective heirs, executors, administrators
and assigns.
9.6 Currency. Unless otherwise stipulated, all payments required to be made
pursuant to the provisions of this Agreement and all money amount references
contained herein are in lawful currency of the United States.
9.7 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.
9.8 Representation and costs. It is hereby acknowledged by each of the Parties
hereto that Lang Xxxxxxxx LLP, Lawyers - Patent & Trade Xxxx Agents, acts solely
for the Company, and, correspondingly, that the Consultant has been required by
each of Lang Xxxxxxxx LLP and the Company to obtain independent legal advice
with respect to its review and execution of this Agreement. In addition, it is
hereby further acknowledged and agreed by the Parties hereto that Lang Xxxxxxxx
LLP, and certain or all of its principal owners or associates, from time to
time, may have both an economic or shareholding interest in and to Company
and/or a fiduciary duty to the same arising from either a directorship,
officership or similar relationship arising out of the request of the Company
for certain of such persons to act in a similar capacity while acting for the
Company as counsel. Correspondingly, and even where, as a result of this
Agreement, the consent of each Party hereto to the role and capacity of Lang
Xxxxxxxx LLP, and its principal owners and associates, as the case may be, is
deemed to have been received, where any conflict or perceived conflict may
arise, or be seen to arise, as a result of any such capacity or representation,
17
9.8 Representation and costs - continued
each Party hereto acknowledges and agrees to, once more, obtain independent
legal advice in respect of any such conflict or perceived conflict and,
consequent thereon, Lang Xxxxxxxx LLP, together with any such principal owners
or associates, as the case may be, shall be at liberty at any time to resign any
such position if it or any Party hereto is in any way affected or uncomfortable
with any such capacity or representation. Each Party to this Agreement will also
bear and pay its own costs, legal and otherwise, in connection with its
respective preparation, review and execution of this Agreement and, in
particular, that the costs involved in the preparation of this Agreement, and
all documentation necessarily incidental thereto, by Lang Xxxxxxxx LLP, shall be
at the cost of the Company.
9.9 Applicable law. The situs of this Agreement is Austin, Texas, U.S.A., and
for all purposes this Agreement will be governed exclusively by and construed
and enforced in accordance with the laws and Courts prevailing in the State of
Texas, U.S.A., and the federal laws of the United States applicable thereto.
9.10 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).
9.11 Captions. The captions, section numbers and Article numbers appearing in
this Agreement are inserted for convenience of reference only and shall in no
way define, limit, construe or describe the scope or intent of this Agreement
nor in any way affect this Agreement.
9.12 Counterparts. This Agreement may be signed by the Parties hereto in as many
counterparts as may be necessary, and via facsimile if necessary, each of which
so signed being deemed to be an original and such counterparts together
constituting one and the same instrument and, notwithstanding the date of
execution, being deemed to bear the Effective Date as set forth on the front
page of this Agreement.
9.13 No partnership or agency. The Parties have not created a partnership and
nothing contained in this Agreement shall in any manner whatsoever constitute
any Party the partner, agent or legal representative of the other Parties, nor
create any fiduciary relationship between them for any purpose whatsoever.
9.14 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:
(a) be valid unless it is in writing and stated to be a consent or waiver
pursuant to this section;
(b) be relied upon as a consent to or waiver of any other breach or
default of the same or any other obligation;
18
9.14 Consents and waivers - continued
(c) constitute a general waiver under this Agreement; or
(d) eliminate or modify the need for a specific consent or waiver pursuant
to this section in any other or subsequent instance.
IN WITNESS WHEREOF the Parties hereto have hereunto set their respective
hands and seals as at the Execution Date as set forth hereinabove.
The COMMON SEAL of )
URANIUM ENERGY CORP., )
--------------------- )
the Company herein, was hereunto affixed )
in the presence of: ) (C/S)
)
--------------------------------------------)
Authorized Signatory )
The COMMON SEAL of )
XXXXXXX XXXXXX AND )
------------------ )
COMPANY, INC., )
------------- )
the Consultant herein, was hereunto affixed )
in the presence of: ) (C/S)
)
--------------------------------------------)
Authorized Signatory )
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19
________________________________________________________________________________
Schedule A
This is Schedule "A" to that certain Corporate Relations Consulting
Services Agreement respecting the Company and the Consultant.
General Consulting Services
---------------------------
Without in any manner limiting the generality of the General Consulting
Services to be provided by the Consultant as set forth in section "2.1" of the
Agreement hereinabove, it is hereby also acknowledged and agreed that the
Consultant will provide the following specific corporate relations consulting
services to the Company, or to any of the Company's respective subsidiaries, as
the case may be, and as may be determined by the Board of Directors, from time
to time, in its sole and absolute discretion, and in conjunction with the
Corporate Relations development of the Company's various Business interests
subject, at all times, to the direction of the Board of Directors:
(a) assistance in the initiation, coordination, implementation and
management of all aspects of any program or project in connection with
the corporate relations development and maintenance of the Company's
various Business interests;
(b) assistance in the organization and preparation of any and all business
plans, technical reports, news releases and special shareholder or
investment reports for the Company, or for any of the Company's
respective subsidiaries, as the case may be and as may be determined
by the Board of Directors, from time to time, in its sole and absolute
discretion, and in connection with the corporate relations development
and maintenance of the Company's various Business interests;
(c) assistance in the liaison with and the setting up of all corporate
alliances and regulatory associations for the Company, or for any of
the Company's respective subsidiaries, as the case may be and as may
be determined by the Board of Directors, from time to time, in its
sole and absolute discretion, and in connection with the corporate
relations development and maintenance of the Company's various
Business interests; and
(d) assistance in all other matters and services in connection with the
corporate relations development and maintenance of the Company's
various Business interests as may be determined by the Board of
Directors, from time to time, in its sole and absolute discretion.
In this regard it is hereby acknowledged and agreed that the Consultant
shall be entitled to communicate with and shall rely upon the immediate advice,
direction and instructions of the President of the Company, or upon the advice
or instructions of such other director or officer of the Company as the
President of the Company shall, from time to time, designate in times of the
President's absence, in order to initiate, coordinate and implement the General
Consulting Services as contemplated herein subject, at all times, to the final
direction and supervision of the Board of Directors.
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20
