EXHIBIT 1
MANAGEMENT SERVICES AGREEMENT
MANAGEMENT SERVICES AGREEMENT dated July 18, 2002 between CENTRAL
MINERA CORP. (the "Corporation") of 0000 Xxxxx Xx, Xxxxx Xxxxxxxxx,
XX X0X 0X0 (Facsimile: (000) 000 0000) and FIRST FISCAL MANAGEMENT
LTD. (the "Contractor") of Suite 1040 - 000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX X0X 0X0 (Facsimile: (000) 000-0000)
RECITALS
The Corporation wishes to engage the Contractor to provide certain management
and administrative services and the Contractor is willing to perform such
services on and subject to the terms and conditions set out in this Agreement.
AGREEMENT
THEREFORE, in consideration of the foregoing, of the mutual agreements set out
in this Agreement, and of other good and valuable consideration, receipt of
which is hereby acknowledged, and subject to and on the terms and conditions set
out in this Agreement, the parties agree as follows:
1. DEFINITIONS
In this Agreement:
(a) "Board" means the Board of Directors from time to time of the
Corporation.
(b) "Notice Period" means six months commencing on the day after
termination of the Contractor's retainer.
2. APPOINTMENT
2.1 The Corporation agrees to retain the Contractor to provide management
services (the "Services") from time to time as required by the Board and the
Contractor agrees to provide such Services, reporting directly to the Board,
subject to the terms and conditions of this Agreement. The Services to be
provided by the Contractor shall include the following:
(a) assisting in formulating and developing the Corporation's
strategic vision and policy and making recommendations to the
Board with respect to the ongoing development of all aspects
of the business, finances and affairs of the Corporation;
(b) interpreting, communicating and implementing any policies,
strategies or plans approved by the Board;
(c) representing the Corporation to its shareholders, to the
government and regulatory agencies and to the mining industry;
(d) liaising with, advising and reporting to the Board upon all
aspects of the business and affairs of the Corporation; and
(e) such other duties as may be reasonably directed from time to
time by the Board.
The Contractor further agrees to provide secretarial support services for and on
behalf of the Corporation as may, from time to time, be agreed upon by the
parties and the Contractor further agrees to provide commercially reasonable
office facilities for the use of the Corporation.
2.2 The Contractor agrees that it shall make the services of Xxxxxxx
Xxxxxxxxxx available to the Corporation for the purposes of performing the
Services described herein. The parties agree that Xx. Xxxxxxxxxx will devote
such time and effort to performing the Services as may from time to time be
required, but nothing in this Agreement shall require any particular time
commitment from Xx. Xxxxxxxxxx, nor shall anything in this Agreement be
interpreted to preclude the Contractor or Xx. Xxxxxxxxxx from accepting
engagements to perform services similar to the Services for other persons, firms
or corporations, or from pursuing its or his own separate business interests,
provided, however, that such engagements or business interests do not involve or
result in any conflict with the duties owed by either of them to the
Corporation.
2.3 The term of the Contractor's appointment shall commence on the date
hereof and continue to one year, to be automatically renewed for successive one
year terms, subject only to termination in accordance with the provisions of
Section 5.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1 The parties agree and intend that the relationship of the Contractor to
the Corporation pursuant to this Agreement is that of independent contractor.
The staff of the Contractor are not employees of the Corporation, and are not
entitled to any benefits provided by the Corporation to its employees.
3.2 The Contractor shall provide the Services in Vancouver, British
Columbia except for required travel on the Corporation's business.
3.3 During the continuance of its retainer under this Agreement, the
Contractor shall:
(a) devote sufficient time to the business and affairs of the
Corporation as is required to perform the Services;
(b) carry out its duties in a proper, loyal and efficient manner
and use its best efforts to maintain and promote the interests
and reputation of the Corporation and refrain from doing
anything that is harmful to them; and
(c) at all times promptly give to the Board (in writing if so
requested) all such information and explanations as they may
require in connection with matters relating to its retainer
hereunder or the business and affairs of the Corporation.
3.4 The Contractor and Cytrynbaum shall not, during the term of this
Agreement or thereafter, except in the proper course of its duties for and on
behalf of the Corporation, divulge to any person, firm, corporation or other
entity whatsoever, and shall use its best efforts to prevent the unauthorized
publication or disclosure of, any secret or confidential financial, proprietary
or technical information relating to the business and affairs of the
Corporation, acquired by the Contractor or Cytrynbaum in performing the
Services.
4. REMUNERATION AND EXPENSES
4.1 The Corporation shall pay to the Contractor a management service fee of
$15,000 per month, payable in advance on the last business day of each month and
shall reimburse the Contractor for reasonable expenses incurred in the course of
performing the Services. The Contractor shall provide the Corporation with
copies of all vouchers, bills, invoices and statements relating to any expenses
for which the Contractor claims reimbursement.
5. TERMINATION OF RETAINER
5.1 The Contractor may terminate its retainer pursuant to this Agreement at
any time by providing written notice to the Corporation of not less than 60
days.
5.2 The Corporation may forthwith terminate the Contractors retainer
pursuant to this Agreement without prior notice if, at any time the Contractor:
(a) commits a material breach of a provision of this Agreement;
(b) is unwilling or unable to perform the Services under this
Agreement; and
(c) commits fraud or serious neglect or misconduct in the
discharge of the Services under this Agreement.
5.3 The Corporation may terminate the Contractor's retainer pursuant to
this Agreement at any time by:
(a) providing prior written notice to the Contractor of not less
than the Notice Period; or
(b) paying a lump sum cash amount equal to the aggregate the
Contractor's monthly management fee paid pursuant to Section
4. 1 multiplied by the number of months in the Notice Period.
5.4 In consideration of the payment to the Contractor of the aforesaid
amounts and the additional provisions of this Agreement, the Contractor agrees
that concurrent with the said payment the Contractor shall release and discharge
the Corporation from any and all obligations to pay any further amounts to the
Contractor with respect to the Contractor's retainer or termination thereof,
except as otherwise set out in this Section.
5.5 The Contractor shall not be required to mitigate the amount of any
payment provided for in this Section by seeking other retainers or otherwise,
nor shall the amount of any payment or benefit provided for in this Section be
reduced by any compensation earned by the Contractor as a result of any retainer
with another Corporation or otherwise.
5.7 This Agreement shall terminate forthwith if either the Corporation or
the Contractor should become bankrupt or insolvent or should either the
Corporation or the Contractor be subject to the provisions of the Bankruptcy and
Insolvency Act, R.S.C. 1985, c, B-3, or any other Act for the benefit of
creditors or should either the Corporation or the Contractor go into liquidation
either voluntarily or under an order of a court of competent jurisdiction or
make a general assignment for the benefit of its creditors or otherwise
acknowledge its insolvency.
5.8 Upon termination of the retainer under this Agreement, the Contractor
shall promptly return to the Corporation all correspondence, documents, papers,
records and other property of the Corporation prepared or obtained by the
Contractor in the course of providing the Services and the Contractor shall not
retain any copies thereof.
6. NOTICES
6.1 Notices to be given under this Agreement shall be in writing and shall
be given to the parties at the addresses specified below. Any notice given shall
be deemed to be given on the date delivered if delivered personally and shall be
deemed to be given 4 days after being mailed to the address of the party
described below when sent by prepaid registered mail.
6.2 The addresses for service of the parties shall be as set out on the
first page hereof.
6.3 Any party may change the address for notice by written notice to the
other party.
7. GENERAL PROVISIONS
7.1 This Agreement evidences the entire agreement between the parties and
cannot be changed, modified, or supplemented except by a written supplementary
agreement executed by both parties.
7.2 This Agreement shall enure to and be binding upon the Corporation and
its successors and the Contractor and its successors but otherwise shall not be
assignable without the written consent of the other party.
7.4 This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia.
7.5 If any provision of this Agreement is judicially determined to be void,
illegal or unenforceable, such provision shall be in effective to the extent of
such voidness, illegality or unenforceability, but without invalidating or
affecting the validity or enforceability of any remaining provisions of this
Agreement.
7.6 No waiver by either party to this Agreement of any default in
performance on the part of the other party and no waiver by either party of any
breach or of a series of breaches of any of the terms, covenants or conditions
of this Agreement shall constitute a waiver of any subsequent or continuing
breach of such terms, covenants or conditions.
CENTRAL MINERA CORP.
By: /s/ Xxxx X. Xxxxxx
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Authorized Signatory
FIRST FISCAL MANAGEMENT LTD.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Authorized Signatory
