Exhibit 10.1.2
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into and is
effective as of August 30, 2005 by and between Aurora Gold Corporation
("Aurora"), and Xxxx X. Xxxxxx of SupplyConsult GbR. ("SupplyConsult".)
I. DEFINITION OF CONFIDENTIAL INFORMATION
SupplyConsult will have access to certain confidential information
regarding the properties held by Aurora, and its affiliates, in Brazil. The
Parties acknowledge that the terms and conditions of this Agreement, the
nature and existence of the discussions between the Parties and information
concerning the properties held by Aurora, and its affiliates, and other
information, including, but not limited to:
(i) information relating to the property, assets, financial, marketing,
organizational, trading position and business opportunities of
Aurora and its affiliates;
(ii) information relating to the officers, directors, employees and
shareholders of Aurora and its affiliates; and
(iii) any other information which may from time to time be identified by
Aurora, and its affiliates, as being of a confidential nature and
as being subject to the terms and conditions of this Agreement,
will be considered confidential ("Confidential Information"). Confidential
Information shall not include information that is now, or subsequently
becomes, generally available to the public through no fault or breach of
the party receiving such information.
II. PROPERTY
SupplyConsult agrees that all Confidential Information that is in, or on,
any medium, including without limitation, written, printed, photographic,
or magnetic tape, computer disc and other property, delivered by Aurora,
and its affiliates, or made available to SupplyConsult, or otherwise
obtained for purposes related to this Confidentiality Agreement, is and
remains the sole property of Aurora, and its affiliates. Without the prior
consent of Aurora, SupplyConsult agrees not to make or give permission to
make, copies of any Confidential Information provided by Aurora, and its
affiliates, or otherwise obtained by SupplyConsult or his employees,
contractors or agents.
III. PROJECT DISCUSSIONS
It is understood that the discussions relating to the properties are
confidential. No public announcement covering such discussions or
concerning the existence thereof will be made by SupplyConsult except if
required by law and upon notice to Aurora.
CONFIDENTIALITY AGREEMENT Page 2 of 4 AUGUST 30, 2005
AURORA GOLD CORPORATION AND XXXX X. XXXXXX
XX. AREA OF INTEREST
SupplyConsult agrees not to seek acquisition of rights in private or public
land within four kilometres of the boundaries of the Exploration Licences
and/or Exploration Concessions currently held by Aurora and its affiliates,
and which may subsequently be obtained by Aurora, its affiliates or its
nominees.
V. EMPLOYEE CONFIDENTIALITY
SupplyConsult agrees that they shall promptly identify to Aurora the names
of SupplyConsult's employees, contractors and agents who will have access
to Confidential Information and that SupplyConsult shall require each
person to provide SupplyConsult with a written acknowledgement, in the form
set forth as Exhibit A hereto, that such person has read and understood
this Confidentiality Agreement, and personally agrees to comply with the
terms thereof, excepting, however, any employee already bound to
SupplyConsult's standard confidentiality agreement.
VI. FURTHER ASSURANCES
SupplyConsult agrees to take such other actions and to execute such other
documents from time to time, as Aurora feels are necessary or advisable to
effectuate the intent hereof.
VII. TERMS
This Confidentiality Agreement shall terminate two (2) years from the date
hereof unless the Parties agree in writing to amend this Clause VII. Terms
and/or other clauses contained within the Agreement.
VIII.INJUNCTIVE RELIEF
The Parties expressly acknowledge and agree that any breach of this
Agreement by either party would cause irreparable harm to the other party
for which damages would not be adequate remedy and, therefore, the Parties
hereby agree that, in the event of any breach by either of the Parties to
this Agreement, the other party shall have the right to seek injunctive
relief against the continuing or further breach by the party breaching the
terms of the Agreement without the necessity of proof of actual damages.
This right to seek injunctive relief without necessity of proof of damage
shall be in addition to any other right which the Parties may have under
this Agreement or otherwise in law or in equity.
CONFIDENTIALITY AGREEMENT Page 3 of 4 AUGUST 30, 2005
AURORA GOLD CORPORATION AND XXXX X. XXXXXX
IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed by
their duly authorized officers the date first written below.
AURORA GOLD CORPORATION
By: A. Xxxxxxx Xxxxxxxxxx
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Its: President
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Signed: /s/"A Xxxxxxx Xxxxxxxxxx"
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Accepted this 31 day of August 2005
SUPPLYCONSULT GBR
By: Xxxx X. Xxxxxx
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Its: President
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Signed: /s/"Xxxx X Xxxxxx"
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Attachment - Exhibit A
CONFIDENTIALITY AGREEMENT Page 4 of 4 AUGUST 30, 2005
AURORA GOLD CORPORATION AND XXXX X. XXXXXX
EXHIBIT A
ACKNOWLEDGMENT AND CONFIDENTIALITY OBLIGATION
The undersigned hereby acknowledges that he/she has read and understands that
certain Confidentiality Agreement dated August 30, 2005by Aurora Gold
Corporation ("Aurora"), and SupplyConsult. In consideration of the
undersigned's employment, or engagement, by SupplyConsult and receipt of the
Confidentiality Information as described in such Agreement, the undersigned
agrees to comply with all the obligations of SupplyConsult in such Agreement as
fully and to the same extent as if the undersigned were signatory thereto.
Acknowledged and agreed to this day______of___________, 2005.
Company Name:
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Name:
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Address:
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