EXHIBIT 99
XXXXXXX X XXXX CONSULTING AGREEMENT
AUGUST 10, 2004
GOLDEN HAND RESOURCES, INC. ( the "Company")
Attention: XXXX XXXXX
Via Electronic Mail:
I look forward to working with you as an outside business consultant. The
purpose of this letter (the "Agreement") is to set forth the terms and
conditions under which Xxxxxxx X. Xxxx ("Xxxx") agrees to serve the Company as
an outside business consultant.
1. SERVICES. Xxxx shall use its best efforts to perform the following services
in a timely manner: to become familiar with the business and operations of
the Company so that he (i) may introduce the company to entities or
individuals that would enhance and accelerate the commercialization of the
Company's technology and business objectives and (ii) work with the
Company, if needed, on capital structure, management, reorganization and
related corporate issues.
2. TERM. This Agreement shall be in effect for twelve months from the date of
acceptance by the Company. Xxxx shall not be required to be available at
any specific time for consultation; shall not be required to appear at the
offices of the Company and may perform such service telephonically, by
e-mail or in any other reasonable manner.
3. CONSIDERATION. For the valuable advice and services to be provided by Xxxx
to the Company under this Agreement, the Company shall issue 1,350,000
RESTRICTED shares of common stock to Xxxx. All restricted compensation due
to Xxxx under the terms of this Agreement shall be deemed earned upon
payment thereof.
4. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to Xxxx
that the statements contained in paragraph 4 are correct and complete as of
the Effective Date: (a) The Company is a corporation duly organized,
validly existing and active under the laws of its state of incorporation.
(b) The Company has full corporate power and authority to (i) conduct its
business as now conducted and as proposed to be conducted and to own, use,
license, and lease its assets and properties and (ii) enter into this
Agreement and to consummate the transactions contemplated herein.
5. INDEMNITY. The Company agrees to indemnify, defend, and hold harmless Xxxx
and its affiliates, directors, officers, counsel, employees, agents,
members, managers, successors, assigns, and controlling persons (as defined
in the Act) (each, an "Indemnified Party") from and against any and all
losses, claims, damages, costs, expenses, and liabilities (including any
investigatory, legal, and other expenses incurred as they are incurred by
an Indemnified Party in connection with preparing for or defending any
action, claim, or proceeding, whether or not resulting in any liability)
(collectively, "Indemnifiable Losses") to which any Indemnified Party may
become subject or liable relating to or arising out of (a) the Agreement or
the services to be performed under the Agreement or any agreement between
the parties to this Agreement, (b) any transactions referred to in the
Agreement or any transactions arising out of the transactions contemplated
by the Agreement, (c) any inaccuracy in or breach in the representations
and warranties of the Company contained in this Agreement, and (d) any
failure of the Company to perform its obligations under this Agreement,
provided that the Company shall not be liable to an Indemnified Party in
any such case to the extent that any such Indemnifiable Loss is found in a
final, nonappealable judgment by a court of competent jurisdiction to have
resulted as a direct and proximate cause from the willful misconduct or
gross negligence of an Indemnified Party. No Indemnified Party shall be
liable, responsible, or accountable in damages and costs and expenses
(including attorneys' fees) under this Agreement except for any liability
for losses, claims, damages, or liabilities finally judicially determined
to have resulted solely and exclusively from actions taken or omitted to be
taken as a direct result of such Indemnified Party's gross negligence or
willful misconduct. If for any reason, except as specifically provided
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herein, the foregoing indemnity for Indemnifiable Losses is unavailable to
an Indemnified Party or insufficient to fully hold any Indemnified Party
harmless, then the Company agrees to contribute to the amount paid or
payable by such Indemnified Party as a result of such Indemnifiable Losses
in such proportion as is appropriate to reflect the relative benefits
received by and fault of the Company, on the one hand, and the relative
benefits received by and fault of Xxxxx, on the other hand.
6. LEGAL MATTERS. This Agreement shall be interpreted under and governed by
the laws of the State of New York. Any controversy, dispute, or claim
between the parties relating to this Agreement shall be resolved by binding
arbitration in accordance with the rules of the American Arbitration
Association.
7. REPRESENTATION. The Company acknowledges that it has been given notice by
Xxxx that Xxxx is not a licensed securities broker-dealer and therefore
Xxxx is not required under this Agreement or any side agreement, whether
verbally or in writing, to sell securities on behalf of the Company or any
issuer affiliated with the Company. Moreover, the Company acknowledges that
Xxxx does not intend to negotiate raising of capital transactions, does not
intend to directly solicit purchasers of the Company's common stock, will
not hold any funds or securities in a capital raising transaction, and the
compensation due to Xxxx is not based on a specified percentage of any
actual or proposed funds raised. The Company acknowledges that Xxxx has
informed it that neither Xxxx nor any of its members or employees provides
any legal advice or counsel.
8. INDEPENDENT CONTRACTOR. Xxxx is an independent contractor and may engage in
other business activities. Since Xxxx is an independent contractor, nothing
in this Agreement shall be interpreted to constitute that Xxxx is an agent,
employee, or partner of the Company, nor shall either party have any
authority to bind the other.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and supersedes and
cancels any prior communications, representations, understandings, and
agreements between the parties. No modifications of or changes to this
Agreement shall be binding, nor can any of its provisions be waived, unless
agreed to in writing by the parties. There are no side agreements, whether
verbally or in writing, between the Company and Xxxx.
10. CONFIDENTIALITY. The parties agree that the terms and all of the
encompassing components of this Agreement shall be kept confidential,
unless this information is required to be disclosed pursuant to any
inquiries by federal, state, or local law enforcement .
If the foregoing is acceptable to you, please execute this Agreement in the
place provided below.
Very Truly Yours,
By: /s/ Xxxxxxx XXxx
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Xxxxxxx X. Xxxx
ACCEPTED AND AGREED
Company:
By: /s/ Xxxx Xxxxx
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Name:
Title:
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