CORPORATE MANAGEMENT SERVICES AGREEMENT
THIS
AGREEMENT made effective as of the first day of August, 2008.
BETWEEN:
Ibex Resources Corp., a Nevada
Corporation, having offices at 0000 - 0xx Xxxxxx,
X. X., xxxxx 000, Xxxxxxx, Xxxxxxx
(hereafter
"Ibex")
AND;
Xxxxx Xxxxxxx, an individual
having a residence at 00 Xxxxxxxxx Xxxxx Xxxxx, X.X., xxxxx 000, Xxxxxxx,
Xxxxxxx
(hereafter
"Bygdnes")
RECIETALS:
WHEREAS,
Ibex is engaged in the field of mineral exploration, and the conduct of such
other activities as may be incidental or related thereto; and
WHEREAS,
Ibex has and will have the need for accounting, administrative, financial,
technical, consulting and similar services from time to time, but has determined
that it is not cost effective to maintain all the infrastructure associated
therewith; and
WHEREAS,
in the event that Ibex issues to the public shares of its capital stock pursuant
to a registration statement under the Securities Act of 1933, as amended, Ibex
desires to continue to obtain the foregoing services from Bygdnes;
and
WHEREAS,
by this Agreement, Ibex and Bygdnes desire to confirm their agreement with
respect to services to be provided to Ibex commencing on July 1, 2008 (the
"Effective Date"), and to set forth the basis for Bygdnes's providing further
services of the type referred to herein; and
WHEREAS,
Bygdnes is able and willing to provide the foregoing services to Ibex, and Ibex
desires to engage Bygdnes as an independent contractor to provide the same in
accordance with the terms set forth herein:
NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements,
provisions and covenants contained herein, and for other good and
valuable
consideration,
the receipt and legal sufficiency whereof are hereby acknowledged, the parties
hereto further agree as follows:
ARTICLE
I
SECTION
I.
MANAGEMENT
SERVICES.
1.1 Commencing on the Effective Date, Ibex hereby engages
and retains Bygdnes to provide or otherwise make available to Ibex the services
described in this Section I (the "Management Services"), and Bygdnes hereby
accepts and agrees to provide such Management Services to Ibex, for the term and
consideration as specified herein. The fee payable for such Management Services
shall be determined in accordance with Section 3 hereof.
1.2. ACCOUNTING SERVICES. Bygdnes shall assist Ibex with the
following accounting
services: maintenance of Ibex's general ledger; maintenance of Ibex's accounts
payable and accounts receivable records; and maintenance of Ibex's fixed asset
records. The services described in this Section 1.2 shall also be provided by
Bygdnes at the request of Ibex in connection with Ibex's preparation of any
required filings with the Securities and Exchange Commission pursuant to United
States securities laws. The services described in this Section 1.2 shall be
provided by Bygdnes until terminated pursuant to the provisions of Section 6.3
hereof.
1.3. CORPORATE
RECORD-KEEPING SERVICES. Bygdnes shall assist in maintaining
all accounting records relating to Ibex, until such time as such records shall
be disposed of in accordance with applicable legal requirements and Bygdnes's
normal record disposition policies.
1.4. DIRECTOR
SERVICES. Ibex shall remit to Bygdnes all director and other fees
which become payable pursuant to this Agreement.
ARTICLE
II
SECTION
2. ADDITIONAL
SERVICES.
2.1 Beginning
on such date or dates subsequent to the Effective Date as are mutually
agreed to in writing by the parties, Bygdnes will provide or otherwise make
available to Ibex such services in addition to those described in Section I
hereof as are reasonably requested by Ibex, subject in each case to the parties'
agreement to financial consideration and other terms. In the event that
Ibex desires to avail itself of any of such additional services, the parties
shall negotiate in good faith to reach agreement on the scope and term of such
services. When and if an agreement is reached, the parties shall prepare an
appropriate schedule or addendum to this Agreement, in which the nature, scope
and quality of such services is described in detail. Each such addendum shall
be
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executed
on behalf of each party hereto, shall be effective as of its date and shall,
upon such effective date, be incorporated into and made an integral part of this
Agreement.
ARTICLE
III
SECTION
3. REIMBURSEMENT
OF EXPENSES.
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3.1
In connection with the Management Services pursuant to Section I hereof
and Additional Services pursuant to Section 2 hereof, Ibex shall reimburse
Bygdnes for any and all expenses or costs ("Charges") incurred or paid by
Bygdnes on behalf of Ibex in the performance of any of its
responsibilities under this Agreement (including an appropriate allocation
of overhead and general and administrative
costs).
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3.2
Unless Bygdnes and Ibex shall agree to a different arrangement contrary to
this Section 3(b), Ibex shall pay to Bygdnes a fee for Management Services
and Additional Services in an amount equal to One Thousand Dollars
($1,000) per month.
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3.3
The Charges and Fees shall be billed and payment shall be made to Bygdnes in
U.S. Dollars.
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3.4
Ibex shall also pay any applicable sales or use taxes payable with respect
to the Charges and the Fees.
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3.5
Bygdnes shall, as and when necessary, prepare all applications, reports,
statements and other documents showing the Charges, Fees and the related
costs and expenses incurred or paid by Bygdnes on behalf of Ibex in the
performance of any of its responsibilities under this
Agreement.
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3.6
To the extent that Ibex is billed by an outside provider directly, Ibex
shall pay such xxxx directly. If Bygdnes is billed by outside providers
for services performed for Ibex pursuant to this Agreement, Bygdnes may
pay the xxxx and charge Ibex the amount of the xxxx or forward the xxxx to
Ibex for payment by Ibex. A Fee will be payable on all amounts paid in
connection with services related to Bygdnes's responsibilities hereunder,
regardless of whether Bygdnes or Ibex paid such amounts;
provided.
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ARTICLE
IV
SECTION
4. PAYMENT
OF FEES.
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4.1
Amounts payable by Ibex for services provided by Bygdnes under this
Agreement shall be payable from and after the first day of the month
following the month in which the Effective Date occurs. Thereafter, such
amounts shall be paid monthly after the first day of the month following
the month in which the services were
provided.
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ARTICLE
V
SECTION
5. DISCLAIMER,
LIMITED LIABILITY.
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5.1
Bygdnes will use reasonable efforts to make the Management Services
available (and, if it agrees to provide the Additional Services,
Additional Services) with substantially the same degree of care as it
employs in making the same services available for its own operations;
provided, however, that Bygdnes shall not be liable to Ibex or any other
person for any loss, damage or expense which may result therefrom or from
any change in the manner in which Bygdnes renders such services, so long
as Bygdnes deems such change necessary or desirable in the conduct of its
own operations. Neither Bygdnes or its agents who provide services to Ibex
shall not be liable to Ibex or to any third party, including any
governmental agency or Ibex's stockholders, for any claims, damages or
expenses relating to the Management Services (and, if it agrees to provide
the Additional Services, Additional Services) provided pursuant to this
Agreement, except for willful malfeasance, bad faith or gross negligence
in the performance of their duties or reckless disregard of their
obligations and duties under the terms of this Agreement. Ibex shall have
the ultimate responsibility for all services provided
herein.
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ARTICLE
VI
SECTION
6. TERM AND
TERMINATION.
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6.1
TERM. Except as provided in Section 6.2 hereof, the initial term of this
Agreement shall commence on the Effective Date and continue on a month to
month basis. This Agreement shall automatically renew at the end of the
initial month for successive one-month terms until terminated in
accordance with Section 6.3 hereof.
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6.2
TERMINATION UPON CERTAIN EVENTS. Upon the effective date of a Prospectus
offering of Ibex's common stock pursuant to the Securities Act of 1933, as
amended, the Management Services provided under Sections 1.10 and 1.11
shall no longer be provided by Bygdnes, and this Agreement will terminate
with respect to the provision of such services. Notwithstanding the
foregoing, such termination shall not cancel Ibex's obligation to remit
payment to Bygdnes, pursuant to Sections 3 and 4 hereof, for the provision
of such services in the monthly period prior to the closing of the initial
public offering.
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6.3
TERMINATION GENERALLY. This Agreement or any Management Service specified
in Section I hereof may be terminated by either party to this Agreement at
anytime on 30 days' prior notice to the other party, or other. Of Notice
agreed to by the parties.
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6.4
TERMINATION OF SPECIFIC SERVICES. Specific services provided hereunder may
be terminated, or shall expire, as described in Section I hereof or in any
schedule or addendum hereto. If and to the extent that Bygdnes incurs
expenses in connection with and resulting from termination of any specific
services provided hereunder, Ibex shall reimburse Bygdnes for such costs
or expenses promptly upon receipt of an itemized account
thereof.
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6.5
POST - TERMINATION SERVICES. In the event of termination of this
Agreement, or a service provided hereunder, pursuant to Section 6.3
hereof, Bygdnes shall be required at Ibex's option to continue to provide
the terminated services of the type then being provided to Ibex during the
one-month period referred to in Section 6.3 hereof and, whether or not
Ibex requests continuation of such services, Ibex shall continue to pay
Bygdnes the costs of such services for such one-month period. Subsequent
to such one-month period, or in the event of termination of this Agreement
pursuant to Section 6.3, corporate administrative services of the kind
provided under the Agreement may continue to be provided to Ibex on an
as requested basis by Ibex, in which event Ibex shall be charged by
Bygdnes a fee pursuant to Section 3 and Section 4 of this
Agreement.
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ARTICLE
VII
SECTION
7 OTHER
ACTIVITIES OF BYGDNES.
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7.1
Ibex hereby recognizes that Bygdnes now renders and may continue to render
management and other services to other clients that may or may not have
policies and conduct activities similar to those of Ibex. Bygdnes shall be
free to render such advice and other services, and Ibex hereby consents
thereto. Bygdnes shall devote so much of its time and attention to the
performance of its duties under this Agreement as it deems reasonable or
necessary to perform the services required hereunder in a manner
consistent with that in which such services have been performed by Bygdnes
in the past.
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ARTICLE
VIII
8.1 NOTICES.
All notices and other communications hereunder shall be in writing
and shall be delivered by hand or mailed by registered or certified mail (return
receipt requested) or transmitted by facsimile to the parties at the addresses
of each party written above (or at such other addresses for a party as shall be
specified by like notice) and shall be deemed delivered upon personal delivery,
upon actual receipt or on the third business day after deposit in the
mail.
8.2. FORCE
MAJEURE. Neither party shall be in default of this Agreement or liable to
the other party for any delay or default in performance where occasioned by any
cause of any kind or extent beyond its control, including but not limited to,
armed conflict or economic dislocation resulting therefrom; embargoes; shortages
of labor, raw
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materials,
production facilities or transportation; labor difficulties; civil disorders of
any kind; action of any civil or military authorities (including priorities and
allocations); fires; floods; and accidents. The dates on which the obligations
of a party are to be fulfilled shall be extended for a period equal to the time
lost by reason of any delay arising directly or indirectly from:
(a) Any
of the foregoing causes, or
(b) Inability
of that party, as a result of causes beyond its reasonable control, to
obtain
instruction or information from the other party in time to perform its
obligations by such dates.
8.3. ENTIRE
AGREEMENT. This Agreement constitutes the entire understanding
between the parties with respect to the subject matter hereof and all prior
agreements or understandings shall be deemed merged herein. No representations,
warranties and certifications, express or implied, shall exist as between the
parties except as stated herein.
8.4. AMENDMENTS.
No amendments, waivers or modifications hereof shall be made or
deemed to have been made unless in writing executed by the party to be bound
thereby.
8.5. SEVERABILITY.
If any provision in this Agreement or the application of such
provision to any person or circumstance shall be invalid, illegal or
unenforceable, the remainder of this Agreement or the application of such
provision to persons or circumstances other than those to which it is held
invalid, illegal or unenforceable shall not be affected thereby.
8.6. COUNTERPARTS.
This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute this Agreement.
8.7. SUCCESSORS
AND ASSIGNS. This Agreement shall not be assignable, in whole or
in part, directly or indirectly, by any party hereto without the prior written
consent of the other party hereto, and any attempt to assign any rights or
obligations arising under this Agreement without such consent shall be void.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
8.8. GOVERNING
LAW. This Agreement shall be governed by and construed in accordance
with the laws of the Province of Alberta.
8.9. NO
THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit
of the parties hereto and should not be deemed to confer upon third parties any
remedy, claim, liability, reimbursement, claim of action or other right in
excess of those existing without reference to this Agreement.
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IN
WITNESS WHEREOF, the parties hereto have caused this Corporate Management
Services Agreement to be executed, effective as of the date first written
above.
Per:
/s/Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, Pres. &
CFO
Per:
/s/Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx
