CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT made as of and to have effect from the 1st day of
October,
2006.
BETWEEN:
Colombia
Goldfields Limited of Xxxxx 000, 0 Xxxx Xxxxxx Xxxx,
Xxxxxxx, Xxxxxxx. Xxxxxx
X0X 0X0, hereinafter
called the "Company"
AND
XXXXXXX
XXXXX REDWOOD, Consulting Geologist, of
Xxxxxxxx Xxxxx xxx Xxx, Xxxxxxxxx 0-X, PO Box 0832-1784, World Trade
Center, Panama, Republic of Panama, hereinafter called "Dr.
Redwood".
WHEREAS
| I. |
The
Company is a Colombian based mining and exploration
company.
|
| II. |
Dr
Redwood has certain skills, expertise and experience which the Company
wishes to employ;
|
| III. |
The
Company agrees to retain and Dr Redwood agrees to serve in the capacity
more particularly
set out in Article 2 of this
Agreement;
|
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
representations,
warranties, covenants and agreements hereinafter setforth and for other good
and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties represent, warrant, covenant
and agree as follows:
ARTICLE
I
ENGAGEMENT
AND DURATION
| 1.1 |
The
Company hereby engages the services of Dr Redwood and Dr Redwood
hereby
accepts
such engagement and
agrees to provide his services to the best of his ability and
in accordance
with the terms and
conditions
of this
Agreement, as a geological consultant to
the Company.
|
| 1.2 |
Dr
Redwood shall be responsible for the payment of all applicable taxes
with
respect to the payments
made by the Company to him hereunder.
|
| 1.3 |
The
Company shall engage Dr Redwood for a term of two years commencing
on
October 1, 2006.
The term of this agreement is automatically renewed unless one months
notice is given by either party.
|
| 1.4 |
The
Company guarantees a minimum of 15 days work per month. It is understood
that the actual number of days may vary from month to month by mutual
agreement and may be higher
or lower than 15 days, and
that
Dr. Redwood will
invoice
the company on a monthly
basis for
the actual number of days
worked.
|
| 1.5 | The Company agrees that it will put a Directors and Officers insurance policy in place as soon as possible. |
ARTICLE
2
DUTIES
| 2.1 |
Dr.
Redwood shall provide his services as Vice President of Exploration
for
the Company.
|
| 2.2 |
Dr
Redwood will use his best efforts to promote the interests of the
Company
and, to the extent necessary to discharge the responsibilities
assigned to
Dr Redwood, perform faithfully and efficiently such
responsibilities.
The
Company acknowledges that Dr Redwood's
duties will usually be performed on business days, but his duties
as a geological
consultant may be performed on weekends and holidays.
|
| 2.3 |
Dr
Redwood shall report directly to Xxx
Xxxx.
|
ARTICLE
3
REMUNERATION
AND BENEFITS
| 3.1 |
Dr.
Redwood shall be paid US$750 per day inclusive of travel days and
days
required to
write
and complete reports as requested.
|
| 3.2 |
Dr.
Redwood will receive a grant of 500,000 restricted shares in the
company.
Should Dr. Redwoods employment terminate with cause under Article
5 of
this contract or by his resignation before the period of two
years
has
elapsed, he will be required to return a pro rata portion of the
shares
based on the time remaining on the contract. In the event of a
hostile
takeover of the Company or change of control of the Company by merger
or
sale
of a
majority stake or otherwise, the shares will immediately become
vested.
|
ARTICLE
4
RESTRICTIVE
COVENANTS
Non-Competition
| 4.1 |
Subject
to the provisions of paragraph 4.1 hereof, during the term of this
Agreement and for the 12 months following the termination or expiration
of
this Agreement, Dr Redwood shall not:
|
|
(a)
own or have any interest directly in; nor
|
|
|
(b)
act as an officer, director, agent, employee or consultant
for
|
|
|
|
Any
person, firm, association, partnership, corporation or other entity
(the
"Competitive
Entity")
engaged in mineral exploration within two kilometres of mineral claims
owned by the
Company in countries where the Company is actively engaged in mineral
exploration.
|
| 4.2 |
The
restriction set out in Section 4.1. above shall not apply to ownership
by
Dr Redwood of less than ten percent (10%) of the publicly traded
securities of any Competitive
Entity,
|
| 4.3 | Except as provided in Section 4.1, Dr Redwood shall be free to engage in, and receive the full benefit of, any activity that he sees fit, whether or not competitive with the business of the Company. |
Confidentiality
| 4.4 |
The
term "Confidential Information" means any and all information concerning
any aspect of
the Company not generally known to persons
other
than those associated with the Company. The Company may disclose,
in
writing
or
orally, certain Confidential Information to Dr Redwood.
|
| 4.5 |
Dr
Redwood acknowledges and agrees that, any Confidential Information
disclosed to him is in the strictest confidence. Any Confidential
Information disclosed to Dr Redwood in any form whatsoever is and
shall be
considered
confidential
and proprietary information of the Company. During the course of
this
agreement he may be exposed to information about the Company's business
or
the business of its subsidiaries and its associate companies
which
amount
to a trade secret, is confidential or is commercially sensitive and
which
may
not be readily available to others engaged in a similar business
to that
of the Company or of its subsidiaries and its associate companies
or
to the general public and which
if
disclosed may be liable to cause significant harm to the Company
its
subsidiaries and/or its associate companies, Dr Redwood therefore
agrees
and undertakes that:
|
| (a) |
will
not sell or seek to sell to anyone any information acquired by Dr
Redwood
in the course
of
his employment with the Company;
|
| (b) |
will
not obtain or seek to obtain any financial advantage (direct of indirect)
from disclosure of such information;
|
| (c) |
shall
observe any guidelines from time to time laid down by the Board of
Directors of the Company
and communicated to him relating to any transaction whether by way
of
purchase
sale or voluntary disposition in
the equity share
capital
for the time being of the Company or any of its subsidiaries or associated
companies and shall keep secret and shall not at any time whether
during
or after the termination of this Agreement use for his own or another's
advantage or reveal to any person, firm or company (except in so
far as it
shall be necessary for him so to do in the proper performance of
his
duties hereunder) any such information;
|
| (d) |
must
inform the Secretary of the Company of any acquisition of shares
in the
Company for inclusion in the Registrar of Director's and Employees
interests and must obtain the permission
of the Chairman of the Company to dispose of any shares in the Company
so
as
to
ensure that the Company adheres to the provisions of the Model Code
in all
share dealings.
|
| (e) |
will
not either during the period of this agreement with the Company or
after
its termination without
limit in time use or divulge or communicate to any person,
firm,
company or organization
any trade secret or confidential information or information constituting
a
trade secret
acquired
or discovered in the course of your employment with the Company relating
to the private affairs or business of the Company or its subsidiaries,
or
associate companies, management of
shareholders.
|
|
4.6
|
The
restrictions on disclosures contained in paragraph 4.5
do not
apply (i) to any disclosure
authorized by the Board of
Directors
of the Company or as required by the order of a court of competent
jurisdiction or otherwise
required
by law; or (ii) any information which you can demonstrate is in the
public
domain otherwise than as a result of a breach by you of this
Clause.
|
| 4.7 |
All
inventions, discoveries, improvements, processes, designs, programmes
and
ideas made or conceived by you in the course of your employment with
the
Company shall belong exclusively to the Company.
|
| 4.8 | All documents and records in whatever form (including photographic, magnetic or similar) which come into your care or possession in the course of, or howsoever arising from, your employment by the Company, and whether authored by you or otherwise, shall be the property of the Company in every respect, and shall not (save where authorized by the Company) be duplicated by you, or removed by you from the Company's premises, and shall be returned by you to the Company immediately on your ceasing to be an employee |
ARTICLE
5
TERMINATION
| 5.1 | The Company may at its absolute discretion terminate this agreement with immediate effect, and, (save with respect to (h) below), without compensation, in any of the following circumstances: |
| (a) | Gross neglect of Dr Redwood's duties, gross misconduct, material dishonesty, persistent refusal to obey a lawful instruction by the Company, or leaving the job without permission. |
| (b) | Gross and/or persistent breach of the terms and conditions of this agreement. |
| (c) |
Theft
or falsification by Dr Redwood of records relating to the Company's
business or employment by the Company.
|
| (d) |
Drunkenness,
or the abuse of alcohol, or being under the influence of narcotic
drugs
whilst on the Company's business.
|
| (e) |
conviction
of a criminal offense other than summary conviction for driving offences
under the Road Traffic Acts.
|
| (f) | bringing the Company or its business into disrepute. |
| (g) | being declared bankrupt. |
| (h) |
incapacity
on grounds of physical or mental health or otherwise (save within
the
power of control
of the Company) to discharge duties and responsibilities in the terms
set
out herein.
|
| 5.2. |
In
the event of termination of this agreement, and excepting circumstances
which justify the immediate termination of your employment by the
Company,
and excepting circumstances in Article 5.4 the Company undertakes
to
give
Dr Redwood, one months written notice. If Dr Redwood wishes to leave
the
Company's employment he is required to give the Company
|
| one months written notice. However, both parties are free to waive their right to noticeand/or accept pay in lieu of notice, if agreed between them. | |
| 5.3 | Nothing in this agreement shall prevent the giving of a lesser period of notice by either party where it is mutually agreed. |
| 5.4 | In the event of this Consulting Agreement being terminated by a hostile takeover of the Company or change of control of the Company by merger or sale of a majority stake or otherwise, Dr. Redwood shall by way of compensation receive consulting fees for the greater of the remaining term of the contract or one year. |
| 5.4 | Notice by either party shall be served in writing, and shall be deemed to have been served, in the case of notice by the company, no later than two days after recorded mailing of such notice to Dr Redwood at the address last notified by him to the Company and, in the case of notice by Dr Redwood, no later than two days after recorded mailing of such notice to the Company at its registered office in Canada. |
ARTICLE
6
GENERAL
PROVISIONS
Health
and Safety
| 6.1 | It is very important that the highest standards of hygiene are maintained at all times. Accordingly, you are required to pay stringent attention to personal hygiene and to adhere to the Company's requirements in that regard. |
| 6.2 |
The
Company will take all reasonable practicable steps to ensure your
health,
safety and welfare
while at work. You must familiarize yourself with the Company's Health
and
Safety Policy
and its Safety and Fire rules. It is also
your
duty to take care of your own health and
safety and that of your colleagues.
|
Reimbursement
of Expenses
| 6.3 | The Company shall reimburse Dr Redwood for all reasonable and authorized business expenses, incurred in the performance of duties pursuant to this Agreement, provided that Dr Redwood provides the Company with a written expense account in reasonable detail on a monthly basis. Authorization criteria and procedures will conform with general Company practice. |
Entire
Agreement
| 6.4 | This Agreement constitutes the entire Agreement between the parties hereto and there are no representations, express or implied, statutory or otherwise other than set forth in this Agreement and there are no Agreements collateral hereto other than as are expressly set forth or referred to herein. This Agreement cannot be amended or supplemented except by a written agreement executed by all parties hereto. |
Term
| 6.5 |
The
provisions of the Agreement shall have effect from the date hereof
and
shall continue in
effect until terminated in accordance with the provisions of this
Agreement. Subject to the provisions of this Agreement,
thereafter,
this
Agreement shall be automatically renewed for successive one-year
periods
if no written notice has been given by either party to the other
in
accordance with the period of notice stated on paragraph 5.2 stating
such
party's
intention
to terminate this Agreement,
|
Applicable
Law
| 6.6 |
This
Contract of Employment shall be governed by and construed in accordance
with the
laws of Ontario, Canada.
|
Counterpart
| 6.7 |
This
Agreement may be executed in counterpart and such counterparts
together
shall constitute
one and the same instrument and notwithstanding the date of execution
shall be
deemed to bear the date as set out on the first
page
of this Agreement.
|
IN
WITNESS WHEREOF the parties have duly executed this Agreement as of the
date
set out
on the first page of this Agreement.
SIGNED
/s/
J.
Xxxxx Xxxxxx
J.
Xxxxx Xxxxxx, President/C.E.O.
/s/
Stewart D. Redwood
Stewart
D. Redwood
This
is
page 6 to that certain Consulting Agreement dated as of
1St
of
October, 2006
between
Company and XXXXXXX XXXXX REDWOOD.
