CONSULTING SERVICES AGREEMENT
EXHIBIT
4.2
CONSULTING
SERVICES AGREEMENT (this “Agreement”) is entered into as of January 28, 2008 by
and between CanAm
Uranium Corp., a Nevada corporation (the “Company”), and Xxxxxxx van Musscher
(the “Consultant”).
RECITALS
A.
The
Company desires to be assured of the association and services of Consultant
and
to avail itself of Consultant’s experience, skills, abilities, knowledge and
background to advise the Company with respect to those duties normally
associated with Management Consulting services and business development for
the
purpose of mining exploration companies and is therefore willing to engage
Consultant upon the terms and conditions set forth herein; and
B. Consultant
agrees to be engaged and retained by the Company upon the terms and conditions
set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and the covenants, agreements and
obligations set forth herein and for other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
covenant and agree as follows:
1. Consulting
Services.
Consultant
shall provide consulting services on a part-time basis to the Company with
respect to those duties normally associated with acting as a management
consultant and otherwise act as a consultant of the Company (the “Consulting
Services”). These services are described as:
(i)
to
provide general consulting services to CanAm in connection with the development
of new business ventures;
(ii)
to
assist in strategic business planning for CanAm and advise CanAm with respect
to
its capital structure;
(iii)
to
perform a financial and strategic review of CanAm and to assist CanAm in
formulating its future strategy;
(iv)
to
assist CanAm in the performance of due diligence related to potential business
arrangements;
(v)
to
provide general consulting services on such matters as may be requested by
the
Board of Directors of CanAm; and
(vi)
to
assist CanAm in developing marketing strategies.
2.
Term.
The
term of this Agreement shall commence as of the date hereof and shall be
effective a period of six months (the “Term”). This agreement may be extended
under the same terms by mutual agreement between Consultant and the
Company.
3.
Dedication
of Resources.
Consultant shall devote such time, attention and energy as is necessary to
perform and discharge the duties and responsibilities under this Agreement
in an
efficient, trustworthy and professional manner.
4.
Standard
of Performance.
Consultant shall use its best reasonable efforts to perform the Consulting
Services as an advisor to the Company in an efficient, trustworthy and
professional manner. Consultant shall perform the Consulting Services to the
sole satisfaction of, and in conjunction and cooperation with, the Company.
5.
Compensation.
The
Company shall
pay to
Consultant two million (2,000,000) shares of common stock (the “Shares”) of the
Company and three million (3,000,000) options for the purchase of common stock
at a strike price of the current market or fair market value upon execution
of
this Agreement by the parties hereto, in exchange for performance of the
Consulting Services.
6.
Registration
of the Shares.
Commencing on the date hereof, the Company shall use its best efforts to
promptly register the Shares pursuant to the Securities Act of 1933, as amended
(the “Securities Act”), on Securities and Exchange Commission (“SEC”) Form S-8,
provided the Consultant and the Company agree on the terms of a lock-up
agreement. Consultant hereby covenants that if he becomes a director, officer,
holder of ten percent (10%) of the equity and/or voting securities of the
Company or is or becomes an “affiliate” of the Company (for the purposes of this
Agreement, “affiliate” shall mean an affiliate of, or person affiliated with, a
specified person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the person specified), he will not offer to sell or resell the Shares registered
on Form S-8, except pursuant to the resale provisions of the Securities Act
applicable to affiliates who hold “control securities.”
7.
Disclosure.
Consultant has reviewed information provided by the Company in connection with
the decision to purchase the Stock, including Consultant’s publicly-available
filings with the SEC. The Company has provided Consultant with all the
information that Consultant has requested in connection with the decision to
purchase the Shares. Consultant further represents that Consultant has had
an
opportunity to ask questions and receive answers from the Company regarding
the
business, properties, prospects and financial condition of the Company. All
such
questions have been answered to the full satisfaction of
Consultant.
8.
Subscription
for Shares.
The
Company is offering and selling the Shares to Consultant pursuant to SEC Rule
506 of Regulation D, promulgated pursuant to the Securities Act, and pursuant
to
a Subscription Agreement containing representations, warranties and other terms
required for a sale of securities to an “accredited investor,” within the
meaning of SEC Rule 501(a).
9.
Confidential
Information.
Consultant
recognizes and acknowledges that by reason of performance of Consultant’s
services and duties to the Company (both during the Term and before or after
it)
Consultant has had and will continue to have access to confidential information
of the Company and its affiliates, including, without limitation, information
and knowledge pertaining to products and services offered, inventions,
innovations, designs, ideas, plans, trade secrets, proprietary information,
advertising, distribution and sales methods and systems, and relationships
between the Company and its affiliates and customers, clients, suppliers and
others who have business dealings with the Company and its affiliates
(“Confidential Information”). Consultant acknowledges that such Confidential
Information is a valuable and unique asset and covenants that it will not,
either during or for three (3) years after the term of this Agreement, disclose
any such Confidential Information to any person for any reason whatsoever or
use
such Confidential Information (except as its duties hereunder may require)
without the prior written authorization of the Company, unless such information
is in the public domain through no fault of the Consultant or except as may
be
required by law. Upon the Company’s request, the Consultant will return all
tangible materials containing Confidential Information to the
Company.
10.
Non-competition.
10.1
For
purposes of this Section 10, “Competing Products” means products that compete or
will compete with any of Company’s then existing or reasonably anticipated
products. “Competing
Services” means services that compete or will compete with any of Company’s then
existing or reasonably anticipated services with which Consultant has personal
involvement in the course of providing the Consulting Services under this
Agreement.
10.2
For
a period of three (3) years after the termination or expiration of this
Agreement, Consultant
will
not, without the express written consent of the
Company,
directly or indirectly, in any geographic area where Company’s products or
services are then marketed, sold, distributed or provided: (i) distribute or
propose to distribute Competing Products (ii) provide or propose to provide
Competing Services; (iii) design or develop Competing Products or Competing
Services; or (iv) work for or with, or provide services or information to,
any
natural persons or entity that competes with the Company’s business.
11.
Intellectual
Property Ownership.
The
Parties agree as follows:
11.1
The
Company shall own all “Project Information” which shall be defined as: all
inventions, improvements, discoveries, designs, data, concepts, ideas,
processes, methods, techniques, know-how, software and information, including
schematics, engineering drawings, marks, mask works and writings respecting
the
Products conceived, made or produced by Consultant during the course of
performing services under this Agreement, or made or produced as the result
of
the efforts of Consultant, or the joint efforts of Consultant and the Company,
pursuant to this Agreement.
11.2
Consultant agrees to, and hereby does, assign its entire right, title and
interest in all Project Information, know-how and trade secret information
conceived or made by Consultant and all employees and agents of Consultant,
in
connection with this Agreement. Consultant further agrees to execute all
assignments and other documentation to evidence such assignment, as may
reasonably be requested by the Company. Consultant further agrees not to assert
any intellectual property right against the Company in relation to the Company’s
use of any Project Information.
11.3
The Company, by virtue of its ownership of the Project Information and the
Product, shall have the sole right to prepare, file, prosecute and maintain
all
patents, mask works, trademarks and copyright applications or other
registrations with respect to the Project Information. All such
applications and registrations shall be at the Company’s expense. The
Company shall retain ownership of such applications and registrations throughout
the term of this Agreement and thereafter.
12.
Relationship.
This
agreement does not create, and shall not be construed to create, any joint
venture or partnership between the parties, and may
not
be construed as an employment agreement. No
officer, employee, agent, servant, or independent contractor of Consultant
nor
its affiliates shall at any time be deemed to be an employee, agent, servant,
or
broker of the Company for any purpose whatsoever solely as a result of this
Agreement, and Consultant shall have no right or authority to assume or create
any obligation or liability, express or implied, on the Company’s behalf, or to
bind the Company in any manner or thing whatsoever.
13.
Notices.
Any
notice required or desired to be given under this Agreement shall be in writing
and shall be deemed given when personally delivered, sent by an overnight
courier service, or sent by certified or registered mail to the following
addresses, or such other address as to which one party may have notified the
other in such manner:
|
If
to the Company:
|
|
|
0000
X. Xxxxxx Xx
|
|
|
Xxxxxxxxx,
XX, Xxxxxx
|
|
|
X0X
0X0
|
|
|
If
to the Consultant:
|
Xxxxxxx
Van Musscher
|
|
Xxxxxx-Xxxx-Xxxxxxx
00
|
|
|
00000
Xxxxxxxxx, Xxxxxxx
|
14.
Applicable
Law.
The
validity, interpretation and performance of this Agreement shall be controlled
by and construed under the laws of the State of Washington.
15.
Severability.
The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provisions of this Agreement.
16.
Waiver
of Breach.
The
waiver by either party of a breach of any provision of this Agreement by the
other shall not operate or be construed as a waiver of any subsequent breach
by
such party. No waiver shall be valid unless in writing and signed by an
authorized officer of the Company or Consultant.
17.
Assigns
and Assignment. This
Agreement shall extend to, inure to the benefit of and be binding upon the
parties hereto and their respective permitted successors and assigns;
provided,
however,
that
this Agreement may not be assigned or transferred, in whole or in part, by
the
Consultant except with the prior written consent of the Company.
18.
Entire
Agreement.
This
Agreement contains the entire understanding of the parties with respect to
its
subject matter. It may not be changed orally but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
19.
Counterparts.
This
Agreement may be executed by facsimile and in counterparts each of which shall
constitute an original document, and both of which together shall constitute
the
same document.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.
|
The
Company:
|
|||||
|
By:
|
|
||||
|
Name:
|
|||||
|
Title:
|
|||||
|
The
Consultant:
|
|||||
|
By:
|
|||||
|
Name:
|
Xxxxxxx van Musscher | ||||
