PEAK RESOURCES INCORPORATED MANAGEMENT AGREEMENT
PEAK
RESOURCES INCORPORATED
THIS
MANAGEMENT AGREEMENT dated for reference August 15, 2008 is between Peak Resources Incorporated, a
Nevada corporation (“Peak”) with an office at 640 –
8016th Avenue,
Calgary, Alberta T2P 3W2, BC., and Xxxxxx Xxxxxxxxxxx of #7 -
0000 Xxxx 0xx Xxxxxx,
Xxxxxxxxx, X.X. X0X 0X0.
WHEREAS
Xx. Xxxxxxxxxxx has recognized experience and contacts of benefit to Peak, AND WHEREAS Xx. Xxxxxxxxxxx
agreed to be engaged to provide services as Executive Director – Technology and Product
Development to Peak, FOR
VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, and the following mutual promises, the parties agree
that:
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1.
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Services. Xx.
Xxxxxxxxxxx brings his operational and business development expertise
to Peak in connection with its desired business and Xx. Xxxxxxxxxxx agrees
to provide such services for the term of this
agreement.
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2.
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Compensation. Peak
will pay Xx. Xxxxxxxxxxx US$2,500 dollars per month for the term of this
agreement. Salary reviews will be conducted bi-annually or on an as needed
basis. Should Peak adopt a stock option plan Xx. Xxxxxxxxxxx
will be ensured enrolment in such plan commensurate with his position and
service to Peak.
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3.
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Expenses. Peak
will reimburse Xx. Xxxxxxxxxxx for any reasonable out-of-pocket expenses
that he incurs in fulfilling the terms of this agreement, including
reimbursement for office expenses (rent, cell phone, internet
charges).
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4.
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Term. The term of
this agreement will be 24 months and this agreement will be deemed
effective on August 15, 2008 and will expire on August 14,
2010.
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5.
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Severance. Should
Peak sever Xx. Xxxxxxxxxxx from his executive position without cause, Xx.
Xxxxxxxxxxx will be entitled to 3 months’ severance and any expenses owed
at the time of severance.
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6.
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Confidentiality.
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a.
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Xx.
Xxxxxxxxxxx will hold in the strictest confidence any information about
Peak or any other affiliated entity that he acquires in the performance of
his duties under this agreement or otherwise, unless Peak or an affiliate
has publicly disclosed the information or authorized Xx. Xxxxxxxxxxx to
disclose it in writing, and will use his best efforts and precautions to
prevent the unauthorized disclosure of confidential
information. This confidentiality provision survives the
termination of this agreement and Xx. Xxxxxxxxxxx’ position as Executive
Director – Technology and Product Development. Xx. Xxxxxxxxxxx
acknowledges the importance and value of confidential information, that
the unauthorized disclosure of any confidential information could cause
irreparable harm to Peak or its affiliates, and that monetary damages are
an inadequate compensation for Xx. Xxxxxxxxxxx’ breach of this agreement.
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b.
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Accordingly,
Peak and its affiliates may, in addition to and not in limitation of any
other rights, remedies or damages available to it in law or equity, obtain
a temporary restraining order, a preliminary injunction or a permanent
injunction in order to prevent Xx. Xxxxxxxxxxx from breaching or
threatening to breach this
agreement.
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7.
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Representations and
warranties. Xx. Xxxxxxxxxxx represents and warrants that he
has the management skills and experience required to fulfil the duties of
Executive Director - Technology and Product Development of Peak and to
advise Peak on its business activities.
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2 /
2
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8.
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Termination. Either
party may terminate this agreement any time for any reason by delivering a
written notice of termination to the other party 60 days before the
termination date. Peak will only be liable to pay Xx.
Xxxxxxxxxxx for the 60 days unless terminated without
cause.
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9.
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No waiver. No
failure or delay of Peak in exercising any right under this agreement
operates as a waiver of the right. Peak’s rights under this
agreement are cumulative and do not preclude Peak from relying on or
enforcing any other legal or equitable right or
remedy.
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10.
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Time. Time is of
the essence.
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11.
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Jurisdiction. This
agreement is governed by the laws of the State of
Nevada.
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12.
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Severability. If
any part of this agreement that is held to be void or otherwise
unenforceable by a court or proper legal authority, then that part is
deemed to be amended or deleted from this agreement, and the remainder of
this agreement is valid or otherwise
enforceable.
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13.
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Notice. Any notice
required by or in connection with this agreement be in writing and must be
delivered to the parties by hand or transmitted by fax to the address and
fax number given for the parties in the recitals. Notice is
deemed to have been delivered when it is delivered by hand or transmitted
by fax.
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14.
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Counterparts. This
agreement may be signed in counterparts and delivered to the parties by
fax, and the counterparts together are deemed to be one original
document.
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THE
PARTIES’ SIGNATURES below are evidence of their agreement.
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Peak
Resources Incorporated
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/s/
Authorized Signatory
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/s/
Xxxxxx Xxxxxxxxxxx
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Authorized
Signatory
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Xxxxxx
Xxxxxxxxxxx
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