CONSULTING AGREEMENT
This
Consulting Agreement is made as of this First
(1st) day of MARCH, 2003, by and between
DynaResource, Inc., a Delaware Corporation (“Client”), located at 0000 X
X’Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 and DYNACAP Group, Ltd.
(“DYNACAP”), a Texas limited liability company, located at 0000 X X’Xxxxxx Xxxx,
Xxxxx 000, Xxxxxx, Xxxxx 00000.
WITNESSETH;
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WHEREAS;
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CLIENT
maintains few employees and consultants;
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WHEREAS;
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DYNACAP
maintains Management Personnel available for General Management
responsibilities;
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WHEREAS;
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DYNACAP
has performed General Management services and Consulting services for
CLIENT;
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WHEREAS;
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CLIENT
wishes to retain DYNACAP to provide General Management services
to its subsidiary companies, namely DynaResource de Mexico, SA.
De CV. And Mineras de DynaResource, S.A. de C.V.; and other Subsidiaries
of CLIENT as may become necessary to provide proper structure of
activities in Mexico as determined by CLIENT, (together, the
“Subsidiaries”); on a daily and continuous basis;
and,
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WHEREAS;
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DYNACAP,
through its principals, agents and employees, agrees to perform the
General Management of the subsidiaries of DynaResource Inc. in
Mexico;
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NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein and subject specifically to the conditions hereof, and intending to be
legally bound thereby, the parties agree as follows:
1. Appointment
of DYNACAP.
The
Client hereby appoints DYNACAP, and DYNACAP agrees to act as a “General Manager”
for CLIENT, on a non-exclusive basis, in order to assist the CLIENT in managing
its operating Subsidiaries in Mexico.
2. DYNACAP's
Rights and Duties.
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A.
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DYNACAP
shall use its best efforts, and its contracted agents, employees, and
consultants shall use their best efforts, to perform the efficient
management of the affairs of the Subsidiaries of
CLIENT;
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B.
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DYNACAP
services under this Agreement exclude any financially related transactions
including activities related to capital raising, nor shall DYNACAP’s
services hereunder include any services that constitute the rendering of
any legal opinions or performance of work that is in the ordinary purview
of a Public Accountant or Attorney;
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C.
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DYNACAP
makes no representations as to results of the operations of the
Subsidiaries which it is managing on behalf of
CLIENT.
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3.
Information.
In
connection with DYNACAP’S performance of its duties hereunder, CLIENT shall (i)
provide DYNACAP, on a timely basis, all information reasonably requested by
DYNACAP in order perform its obligations, and (ii) make CLIENT
Subsidiaries officers, directors, employees and representatives available to
DYNACAP and such third parties as DYNACAP shall designate at reasonable times
and upon reasonable notice.
4. Confidential
Information.
DYNACAP
acknowledges that, in the course of performing its duties hereunder, it may
obtain information relating to the CLIENT that has been marked as confidential
or otherwise identified in writing as confidential ("Confidential
Information"). DYNACAP shall hold at all times, both during the term
of this agreement and at all times thereafter, such Confidential Information in
the strictest confidence, and shall not use such Confidential Information for
any purpose, other than as may be reasonably necessary for the performance of
its duties pursuant to this agreement, without the CLIENT’S prior written
consent. DYNACAP shall not disclose any Confidential Information to
any person or entity, other than to DYNACAP's employees or consultants as may be
reasonably necessary for purposes of performing its duties hereunder, without
the CLIENT’S prior written consent. The foregoing notwithstanding, the term
"Confidential Information" shall not include information which (i) becomes
generally available to the public, other than as a result of a breach hereof,
(ii) was available on a non-confidential basis prior to its disclosure to
DYNACAP by CLIENT, or (iii) becomes available to DYNACAP on a non-confidential
basis from a source other than the CLIENT, provided that such source is not
bound by a confidentiality agreement with respect to such
information. The foregoing notwithstanding, DYNACAP may disclose
Confidential Information to the extent required by law or regulation, including
but not limited to court orders, subpoenas, civil investigative demands and
interrogatories.
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5.
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Compensation.
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CLIENT
agrees to pay to DYNACAP, fees as billed for services provided; and as set forth
below:
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A.
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Monthly
BASE Compensation of $ 5,000. USD.; per each Subsidiary; which
shall provide for the Management of 2 Subsidiaries of CLIENT (DynaResource
de Mexico, and Mineras de DynaResource); Total Base Compensation of $
10,000. / Month;
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B.
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Such
Bonuses as may be mutually agreed, in consideration of the Gross Amount of
Expenditures
paid by DynaResource de Mexico; or charged through DynaResource
de Mexico; Or, in consideration of Gross Revenues generated by
DynaResource de Mexico;
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C.
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Such
Bonuses as may be mutually agreed in compensation for the efficiency of
movements and achieving of results, in order that the Subsidiaries of
DynaResource be maintained in accordance with Mexican Law and
Regulation;
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6. Expenses.
The
parties to this agreement shall each pay their own expenses, including but not
limited to attorneys, accountants, and other professional advisors.
7. Other
Engagements.
The
Client acknowledges that DYNACAP is and will be acting as a consultant to other
companies and agrees that DYNACAP'S provision of services to such enterprises
shall not constitute a breach of this Agreement, nor a breach of any duty owed
to CLIENT by virtue of this agreement.
8. Term.
This
agreement is effective upon execution by the Client as provided below and shall
continue in effect until terminated by either party.
9. Termination.
Either
party may terminate this agreement at any time and for any reason, with or
without cause, upon the giving 30 days written notice of termination to the
other party; provided, however, that DYNACAP shall be entitled to full
compensation as determined pursuant to Section 5 for any services provided,
either directly or indirectly, by DYNACAP, its agents or employees, that occurs
prior to the termination date, regardless of the reason for the
termination.
10. General
Provisions.
This
agreement shall be governed by and under the laws of the State of Texas, USA
without giving effect to conflicts of law principles. If any
provision hereof is found invalid or unenforceable, then such provision shall be
amended to achieve as nearly as possible the same effect as the original
provision, and the remainder of this agreement shall remain in full force and
effect.
Any
dispute arising under or in any way related to this agreement shall be submitted
to binding arbitration by the American Arbitration Association in accordance
with the Association's commercial rules then in effect. The
arbitration shall be conducted in the state of Texas. The arbitration
shall be binding on the parties and the arbitration award may be confirmed by
any court of competent jurisdiction.
In any
adverse action, the parties shall restrict themselves to claims for compensatory
damages and/or
securities issued or to be issued and no claims shall be made by any party or
affiliate for lost profits, punitive or multiple
damages.
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This
agreement constitutes the entire agreement and final understanding of the
parties with respect to the subject matter hereof and supersedes and terminates
all prior and/or contemporaneous understandings and/or discussions between the
parties, whether written or verbal, express or implied, relating in any way to
the subject matter hereof. This agreement may not be altered,
amended, modified or otherwise changed in any way except by a written agreement,
signed by both parties.
Any
notice or other communication pursuant hereto shall be given to a party at its
address first set forth above by (i) personal delivery, (ii) commercial
overnight courier with written verification of receipt, or (iii) registered or
certified mail. If so mailed or delivered, a notice shall be deemed
given on the earlier of the date of actual receipt or three (3) days after the
date of authorized delivery.
This
agreement may be executed in counterparts, each one of which shall constitute an
original and all of which taken together shall constitute one
document.
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11.
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Independent
Contractor.
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In
providing Services to the Client under this Agreement, DYNACAP shall be an
independent contractor, and no party to this Agreement shall make any
representations or statements indicating or suggesting that any joint venture,
partnership, or other such relationship exists between the DYNACAP and
CLIENT.
IN WITNESS WHEREOF, the parties hereto
have caused this Consulting Agreement to be duly executed as of the date first
written above.
DYNACAP
GROUP, LTD.
By: _________________________________
Xxxxxxx Xxxxx, MANAGER
DynaResource,
Inc.
By: _________________________________
K.W.
(“K/D.”) Diepholz;
Chairman
/ CEO
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