WANNIGAN CONSULTING CORP,
Exhibit
10.3
WANNIGAN
CONSULTING CORP,
0000
Xxxxxx Xxxxx Xx.
Xxx
000
Xxx Xxxxx, XX, 000000
TELEPHONE:
(000)-000-0000
FACSIMILE:
(000) 000-0000
“…building
companies for the future”
This
AGREEMENT made this 27th of
July, 2009 by and between:
BLACKHAWK
EXPLORATIONS INC.
whose principal place of business is
0000
Xxxxxxx Xx XX
Xx
Xxx 000
Xxx
Xxxxxx, Xxxx 00000
(hereinafter
the “Company”)
and;
WANNIGAN CONSULTING CORP., a
Company duly incorporated in the State of Nevada,
located
at:
0000
Xxxxxx Xxxxx Xx., Xxx 000,
Xxx
Xxxxx, XX, 00000
(hereinafter
the “Consultant”).
WITNESSETH
In
consideration of the mutual promises hereinafter made by each to the other,
Consultant and Company agree as follows:
WHEREAS, the Company wishes to
retain the Consultant to act as a consultant in the areas of corporate growth
and Acquisitions, accounting, business affairs, business operations, and
financial and public company compliance;
AND WHEREAS, The Consultant
has substantial experience in the areas of corporate growth and Acquisitions,
accounting, business operations and supervision of the business affairs of both
private and publicly traded companies and wishes to assume such responsibilities
for the Company.
WITNESSETH
NOW, THEREFORE, the parties
agree as follows:
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1.
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TERM: This
Agreement shall be for a term of 8 months commencing the 27th day of July,
2009.
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2.
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NATURE OF
SERVICES: During the term of this Agreement Consultant
shall perform the following services in a timely and professional
manner:
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(a)
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Attend
meetings of the Company’s Board of directors or Executive Committee(s)
when so requested in writing by the Company;
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(b)
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Attend
meetings for and at the request of the Company and review, analyze and
report on proposed business opportunities;
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(c)
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Assist
in negotiating potential acquisitions and mergers;
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(d)
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Assist
in the implementation of short term and long term strategic planning as
required by the Company;
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(e)
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Assist
the Company in the monitoring of services provided by the Company’s
advertising firm, public relations firm (if other than the Consultant) and
other professionals to be employed by the Company;
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(f)
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Maintain
the books and records of the Company in accordance with the instructions
of the Company’s Auditors and in accordance of U.S. GAAP if so requested
by the Company;
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(g)
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Prepare
all necessary regulatory and statutory filings required of the Company;
and
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(h)
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Act
as liaison between the Company and its Auditor.
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(i)
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Act
as liaison between the Company and its Transfer Agent.
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3.
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IT IS AGREED that the
Consultant’s services will not include any services that constitute the
rendering of legal opinions or performance of any work that it is the
ordinary purview of a registered broker/dealer.
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5.
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COMPENSATION: The
Company agrees to compensate Consultant for its
services:
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(a)
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Payment
of $3,000 per month to the Consultant of which $6,000, constituting the
first and eighth month payments, shall be paid to the Consultant upon
signing of this agreement; and
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(b)
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280,000
restricted Common Shares of the Company; and
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(c)
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payment
to the Consultant of pre-approved expenses for the term of this Agreement
to a maximum of $4,000 with a $500 per month maximum with each months $500
to be paid on the first of the month with the first such payment being
made upon the signing of this agreement. Any expenses over $500 will be
subject to pre-approval by Blue Leaf Capital Ltd.
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6.
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CONFIDENTIALITY:
Consultant will not disclose to any other person, firm or corporation, nor
use for his own benefit, during or after the term of this Consulting
Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Consultant in the course
of his performing services hereunder. (A trade secret is information not
generally known to the trade, which gives the Company an advantage over
its competitors. Trade secrets can include, by way of example, products or
services under development, production methods and processes, sources of
supply, customer lists, marketing plans and information concerning the
filing of pendency of patent applications). Any management advice rendered
by Consultant pursuant to this Consulting Agreement may not be disclosed
publicly in any manner without the prior written approval of
Consultant.
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7.
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INDEMNIFICATION: The
Consultant shall indemnify and hold the Company, its affiliates, control
persons, officers, employees and agents harmless from and against all
liabilities, where a court of competent jurisdiction has made a final
determination that Consultant engaged in negligence or willful misconduct
in the performance of its services hereunder which gave rise to the
losses, claim, damage, liability, cost or expense sought to be recovered
hereunder. The provisions of this paragraph shall survive the termination
and expiration of this Consulting Agreement.
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8.
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TERMINATION: After
a period of eight months has transpired from the date of signing, the
Parties agree that either Party shall have the right to terminate this
Agreement without cause and without notice or payment in lieu thereof upon
the giving by the Terminating Party to the Terminated Party written notice
of such termination, which shall be effective immediately upon delivery of
such notice. Provided however, that such termination does not relieve
either party of obligations which have accrued to the other and, in the
event that notice is given by the Consultant, the Consultant shall be
obligated to complete all filings required of the Company and due within
45 days of the giving of such notice.
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9.
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HEADINGS: The headings
in this Agreement are for reference purpose only and shall not in any way
affect the meaning or interpretation of this Agreement.
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10.
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SEVERABILITY OF
PROVISIONS: The invalidity or unenforceability of any term, phrase,
clause, paragraph, restriction, covenant, agreement or other provision of
this Agreement shall in no way affect the validity or enforcement of any
other provision or any part thereof
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11.
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WHOLE AGREEMENT: This
Agreement constitutes and contains the entire agreement and understanding
between the parties and supersedes all prior agreements, memoranda,
correspondence, communications, negotiations and representations, whether
oral or written, express or implied, statutory or otherwise between the
parties or any of them with respect to the subject matter hereof. This
Agreement may not be changed orally but only by an agreement in writing,
signed by the party against which enforcement, waiver, change,
modification or discharge is sought.
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12.
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NOTICES: All notices to
be given hereunder shall be in writing and sent by fax or registered and
certified mail, postage prepaid to the following addresses., sent to the
appropriate Party as set out below(or to such other address or addresses
as either Party may, in writing, notify the other of), provided however,
that notices given by fax transmissions shall be deemed to have been given
at the time and on the dated disclosed by the corresponding fax
transmission confirmation sheet and, if given by Registered Mail, shall be
deemed to have been given five (5) clear days after
mailing:
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If to the
Company
WANNIGAN
CONSULTING CORP,
0000
XXXXXX XXXXX XX., XXX 000
XXX
XXXXX, XX 00000
If to Client:
BLACKHAWK EXPLORATIONS,
INC..
0000
XXXXXXX XX XX
XX
XXX 000
XXX
XXXXXX, XXXX 00000
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13.
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LAW: This agreement is
governed and construed under the laws of the State of
Nevada.
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14.
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MISCELLANEOUS:
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(a)
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All
final decisions with respect to consultation, advice and services rendered
by Consultant to the Company shall rest exclusively with the
Company;
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(b)
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This
Agreement contains the entire agreement of the parties hereto and there
are no representations or warranties other than those contained
herein. Neither party may modify this Agreement unless the same
is in writing and duly executed by both parties hereto;
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(c)
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In
the event this Agreement or performance hereunder contravene public policy
or constitute a material violation of any law or regulation of any federal
or state government agency, or either party becomes insolvent or is
adjudicated bankrupt or seeks the protection of any provision of the
National Bankruptcy Act, or either party is enjoined, or consents to any
order relating to any violation of any state or federal securities law,
then this Agreement shall be deemed terminated, and null and void upon
such termination; neither party shall be obligated hereunder and neither
party shall have any further liability to the other;
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(d)
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(e)
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The
Consultant acknowledges that he has been advised by the Company to obtain
independent legal advice with respect to this Agreement and that he has
either obtained such advice or has waived his right to
such.
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(f)
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This
Agreement may be signed in
counterpart.
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IN
WITNESS WHEREOF, the parties hereto have hereunder signed their names as
hereinafter set forth.
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WANNIGAN
CONSULTING CORP.
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BLACKHAWK
EXPLORATIONS INC.
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By:
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By:
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/s/
Xxxxx X. Xxxxxx
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Xxxxxxx
X. Xxxxxxxxx/CEO-President
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Xxxxx
X. Xxxxxx/ CEO-President
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July
30, 2009
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(Date)
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(Date)
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