INDEPENDENT CONTRACTOR AGREEMENT
THIS
INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is
made
as
of the
11th day of May, 2006.
BETWEEN:
(the
“Company”)
-
and
-
XXXXXXXX
XXXXXX
(the
“Contractor”)
(collectively
referred to as the “Parties”)
RECITALS:
| A. |
The
Company is engaged in the business of mineral exploration and
development.
|
| B. |
The
Company has agreed to retain the services of the Contractor
and will
engage the Contractor to perform work on its behalf and will
appoint the
Contractor to the position of Chief Financial Officer and Corporate
Secretary of the Company.
|
1.
Term
of agreement
1.1
The
term
of this Agreement shall be for the period (the “Term”) commencing on May 11,
2006 and terminating on April 30, 2007 (the “Agreement Expiry Date”), unless
extended further or terminated earlier, all in accordance with the
provisions
contained herein.
1.2
Unless
either Party not less than 60 days prior to the Agreement Expiry Date
then in
effect hereunder, gives notice to the other Party that this Agreement
will not
be renewed, the Agreement Expiry Date will be amended to the next anniversary
date of the Agreement Expiry Date and the Agreement will continue,
unamended.
1.3
Notwithstanding
the foregoing, the Term may expire before an Agreement Expiry Date
in the event
that: (a) the Contractor in performing the Services either by omission
or
commission, engages in conduct which would entitle the Company to terminate
her
services for cause; or (b) following a Change of Control as set forth
in section
7 of this Agreement.
2.
SERVICES
TO BE PROVIDED
The
Company hereby retains the Contractor for the purposes of providing only
such
services as the Parties may agree from time to time during the Term (the
“Services”). The Contractor agrees that the Contractor will be primarily
responsible for providing services hereunder. The Parties agree that
there shall
be no set hours of work to provide the Services.
3.
FEES
In
consideration of the Services provided, the Company shall pay to the
Contractor
an hourly fee of $150.00
per hour
(prorated for partial hours) worked (the “Fee”) plus applicable Goods and
Services Tax (“GST”) payable monthly. Payments will be made within seven (7)
days of receipt by the Company of a monthly invoice submitted by the
Contractor.
The Contractor agrees to reference the applicable GST registration number
on all
such invoices. The Parties agree that the Fee will be reviewed from time
to
time, with any mutually agreed changes to the Fee to be documented as
amendments
to this Agreement
4.
INDEPENDENT
CONTRACTOR
The
Contractor is and shall remain at all times an independent contractor
and has
sole responsibility to comply with all laws, rules and regulations relating
to
the provision of Services, including without limitation, the Income
Tax Act
(Canada), the Employment
Insurance Act
(Canada), the Employer
Health Tax Act
(Ontario), and the Canada
Pension Plan Act.
As an
independent contractor, the Contractor shall be responsible for any employment
related benefits she may wish to secure for herself, including without
limitation, any payments under the Employment
Standards Act
(Ontario).
5.
REGISTRATION
The
Contractor shall obtain a GST registration number and shall be responsible
for
remitting GST to the applicable regulatory authorities in accordance
with the
Excise
Tax Act (Canada).
6.
CONFIDENTIAL
INFORMATION
The
Contractor’s retainer with the Company will provide the Contractor with access
to certain information relating to the Company, its customers, suppliers,
distributors, employees, and its affiliates, subsidiaries and related
companies
of an extremely confidential nature (the “Confidential
Information”). The
Contractor agrees not to disclose any Confidential Information without
the prior
written consent of the Company or to make use of such information for
the
Contractor’s benefit, or for the benefit of any other person, firm, corporation
or entity.
7.
CHANGE
IN CONTROL
7.1 “Change
in Control” shall be deemed to have occurred if, for any reason, on or after the
date hereof: (i) there shall occur a sale, transfer or other disposition
of all
or substantially all of the property or assets of the Company other than
to an
affiliate (as that term is defined in the Securities
Act
(Ontario); or (ii) there shall occur any change in the holding, direct
or
indirect, of securities of the Company or any voting rights attached
to any
securities of the Company, as a result of which any person (as defined
in the
Securities
Act
(Ontario)), or a group of persons acting jointly or in concert, or person
associated or affiliated with any such person or group within the meaning
of the
Securities
Act
(Ontario) would be entitled to cast more than 50% of the votes attached
to all
securities of the Company that may be cast to elect Directors of the
Company or
the votes carried by such securities are entitled, if exercised, to elect
a
majority of the Board of Directors of the Company.
7.2 Unless
the Contractor has consented in writing in advance to a proposed Change
in
Control, in the event that a Change in Control occurs during the Term,
the
Contractor will be paid a lump sum as defined below (and applicable GST)
effective the date on which the Change in Control occurs, and this Agreement
shall terminate on the date of such payment.
The
calculation for such Change in Control payment to the Contractor will
be equal
to either (a) the last 12 months of invoiced and billable amounts by
the
Contractor to the Company for services provided, if 12 months of such
services
have been provided, or (b) in the case of a Change in Control before
12 months
of invoiced and billable amounts have arisen, the amount of invoiced
and
billable amounts for services provided annualized for a 12 month
period.
8.
SEVERABILITY
Any provisions of this Agreement found to be void or unenforceable are separate and distinct, and the remaining provisions shall remain in full force and effect.
9.
SUCCESSORS
This
Agreement shall be binding upon any successor (whether direct or indirect,
by
purchase, merger, amalgamation, business reorganization or otherwise)
to all or
substantially all of the business and/or assets of the Company.
10.
GOVERNING
LAW
This
Agreement shall be interpreted and construed in accordance with the laws
of the
province of Ontario and the laws of Canada applicable therein.
IN
WITNESS OF WHICH
the
Parties have duly executed this Agreement:
|
By:
_____________________________________
XXXXXXXX
XXXXXX
By:
_____________________________________
|
