Exhibit 10 a
MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT is made effective the 1st day of May, 2000.
BETWEEN:
ROYAL ROCK VENTURES INC., a body corporate having its head
office at 707-1030 West Georgia Street, in the City of
Vancouver, in the Province of British Columbia.,
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
MYNTEK MANAGEMENT SERVICES INC., a body corporate having its
head office at 0000 Xxxx 00xx Xxxxxx, in the City of
Vancouver, in the Province of British Columbia.,
(hereinafter referred to as the "Manager")
OF THE SECOND PART
WHEREAS:
A. The Manager has expertise and experience in the business carried on
by the Company;
B. The Manager has agreed to provide general corporate and financial
services to the Company;
C. The Company wishes to acquire the services of the Manager and the
Manager is agreeable to serve the Company upon the terms of this Agreement;
NOW, THEREFORE, THIS AGREEMENT WITNESSTH that in consideration of the
premises and mutual covenants and agreements hereinafter set forth, IT IS AGREED
as follows:
1. The Company hereby engages the Manager to perform the duties set out in
paragraph 3 hereof for a term of twelve (12) calendar months commencing
May 1, 2000, unless terminated earlier as hereinafter provided. This
Agreement shall automatically renew for a further twelve (12) month
term, unless the Manager or the Company shall give to the other party
60 days notice of nonrenewal, in which case it shall terminate.
2. During the term of this Agreement, the Manager shall diligently and
faithfully devote the necessary time, effort and ability to the
Company's business affairs so as to perform its duties under this
Agreement.
3. The Manager shall, pursuant to the terms and conditions of this
Agreement, be responsible for the Company's general corporate and
financial affairs and shall provide the following:
(a) Supervision of the administration of the day to day corporate
and financial affairs of the Company and its subsidiaries;
(b) Liason with Company's bankers, auditors, accountants, lawyers
and other professional representatives;
(c) Development of appropriate business and financial plans for
actual or proposed expansion and development of the Company's
businesses;
(d) Assistance in evaluating and negotiating potential acquisitions
of rights, properties and business ventures and the terms
thereof;
(e) Supervision of the corporate communication activities of the
Company.
The Manager shall conduct the operations of the Company in an efficient,
trustworthy and businesslike manner to and for the advantage and benefit of the
Company.
4. Except as provided in Paragraph 5, during the term of his/her
employment the Manager shall not, without prior written consent,
directly or indirectly engage in any business activity or enterprise
competitive with the Company.
5. The Company is aware that the Manager has now, may acquire and will
continue to have financial interest in other companies properties and
the Company recognizes that such companies and properties will require
a certain portion of the manager's time. The Company agrees that the
Manager may continue to devote time to such outside interests, provided
that such interests do not conflict with, in any way, the time required
for the Manager to perform its duties under this Agreement. The Manager
shall devote at least 40% of its time to the Company.
6. The Manager shall not, either before the termination of this Agreement,
disclose to any person , nor make use of for its own benefit, any
information or trade secrets relating to the Company, its business,
policies, methods, scientific data or information which it shall have
acquired in any manner. The Manager agrees that disclosure by it of
such information or trade secrets may result in irreparable injury and
damage to the Company, which will not be adequately compensable in
money damages, that the Company will have no adequate remedy at law
therefore, and that the Company shall have the right, and may, without
objection form the Manager, obtain such preliminary, temporary or
permanent mandatory or retraining injunctions, orders or decrees as may
be necessary to protect the Company against, or on account of any
breach by the Manager of the provisions of this paragraph. Nothing
herein shall be construed as preventing the Company form pursuing any
other remedies available to it for such breach or threatened breach,
including the recovery of damages from the Manager.
7. The Manager shall be entitled, by way of renumeration for its services,
to an annual fee of Sixty Thousand Dollars ($60,000) payable monthly at
a rate of Five Thousand Dollars ($5,000) per month, plus applicable
Goods and Services Tax. The Manager is responsible for all remittance
obligations arising from the Company's payments under the agreement
(i.e. CPP, UIC, taxes and the like) and the Manager agrees to indemnify
the Company against any liability. Upon the expiration of one year
following the date of this Agreement and each year thereafter that the
Agreement shall remain in force, the Board of Directors shall review
the appropriateness of the Manager's fee, giving consideration to the
financial position of the Company and the scope of its activities and
the activities of its subsidiaries.
8. The Manager shall be entitled to reimbursement for all travel expenses
and other reasonable expenditures incurred in connection with the
conduct of the Company's business, upon presentation of appropriate
receipts or vouchers to the Board of Directors of the Company.
9. (a) Each of the Manager and the Company may terminate this
Agreement without cause, upon giving three (3) months notice
of termination to the other party;
(b) The Company may discharge the Manager for breach of this
Agreement or for cause. The Manager shall be entitled to one
(1) month's notice of such discharge. After such notice, the
Company may at its option, discontinue all or any portion of
the Manager duties, but shall continue to pay the agreed to
fee during the one month notice period. After the effective
date of such discharge, the Company shall have no further
obligations hereunder. Such discharge shall not relieve the
Manager of its obligations under Paragraph 6 nor prejudice
any rights of the Company hereunder.
10. Neither this Agreement nor any rights or benefits arising thereunder
are assignable by the Manager without the previous written consent of
the Company.
11. If any provision, word or clause of this Agreement shall be held to be
illegal or invalid for any reason, such illegality or invalidity shall
not affect the remaining provisions which shall be fully severable, and
this Agreement shall be construed and enforced without regard to such
illegal or invalid provision. This Agreement contains the entire
agreement of the Parties hereto and can be modified only by an
Agreement in writing and hereby supersedes any other oral or written
agreements of the Parties.
12. Any notice required or permitted to be given under this Agreement shall
be delivered personally or by registered mail to the aforesaid
addresses of the Parties, and notice shall be deemed given, if mailed,
on the second business day following such mailing, and if personally
delivered, on the date of service.
13. This Agreement and all matters arising thereunder shall be governed by
the laws of British Columbia.
14. This Agreement is subject to filing on behalf of the Company with the
Canadian Venture Exchange.
IN WITNESS WHEREOF the Parties hereto have caused these presents to be executed
as and from the day and year first above written.
THE CORPORATE SEAL of )
ROYAL ROCK VENTURES )
INC. was hereto affixed in the )
presence of: )
)
)
"Xxxxx Xxxx" )
---------------------------
Authorized Signatory ) c/s
)
)
"Xxxxx Xxxx" )
---------------------------
Authorized Signatory )
THE CORPORATE SEAL of )
MYNTEK MANAGEMENT )
SERVICE INC. was hereto affixed )
in the presence of: )
)
)
"Xxxxx Xxxx" ) c/s
---------------------------
Authorized Signatory
