EXHIBIT 4.44
MANAGEMENT AGREEMENT
THIS AGREEMENT made and dated for reference the 1st day of January, 2004
BETWEEN:
XXXXXXX CONSULTING LTD.
00000 - 00xx Xxxxxx
Xxxxxx, X.X.
X0X 0X0
(hereinafter called "BCL")
OF THE FIRST PART
AND:
XXXXXX GOLD CORP.
00000 - 00xx Xxxxxx
Xxxxxx, X.X.
X0X 0X0
(hereinafter called the "Company")
OF THE SECOND PART
WHEREAS:
A. The Company is a reporting British Columbia company whose shares trade
on the TSX Venture Exchange; and
B. The Company has and will continue to have various administrative and
reporting duties which must be performed on a monthly basis and has no
permanent staff to perform such duties;
C. The Company wishes to hire BCL as a consultant to perform such
administrative, reporting and other general office functions, on the
terms and conditions hereinafter set forth; and
D. BCL has agreed to consult to the Company upon the terms and conditions
hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and of the mutual covenants and agreements hereinafter contained, the
parties hereto agree as follows:
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DUTIES OF BCL
1. The Company engages BCL to be responsible for the overall management
and administration of the Company which shall include, but not be
limited to:
a) dealing with the regulatory authorities having jurisdiction
(respecting administrative filings);
b) dealing with solicitors and auditors;
c) providing general services to the Company, including the
coordination of the preparation of audited financial
statements and quarterly reports for filing with regulatory
authorities, the coordination and dissemination of news
releases of the Company to the public and to the shareholders
of the Company, the preparation and maintenance of the
Company's accounting records on a day-to-day basis, financial
consulting, financial institutions liaison and all other
general administrative functions required to be performed by
the Company in its day-to-day affairs;
d) developing financial plans for actual or proposed projects of
the Company.
TERM OF AGREEMENT
2. The term of this Agreement shall be one (1) year commencing on the 1st
day of January, 2004.
3. Provided that BCL is not in default hereunder, this Agreement shall
automatically renew for a further one (1) year term, and shall
successively renew for further one (1) year terms, unless BCL or the
Company shall give to the other party three (3) months written notice
of non-renewal, in which case it shall terminate.
COMPENSATION TO BCL
4. In consideration for BCL acting as the Company's administrator for
performing the above general services, BCL shall receive the sum of
$2,000 per month (plus GST) to be payable on the first day of each and
every month.
5. BCL shall be reimbursed for all travel expenses and all reasonable
out-of-pocket expenses incurred in the performance of its duties and
for such expenses, BCL shall furnish statements and vouchers acceptable
to the Company's auditors. BCL, as an independent contractor, shall be
responsible for all its own statutory deductions.
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RESTRICTIONS ON BCL
6. BCL shall well and faithfully serve the Company and use its best
efforts to promote the interests of the Company or the interest of any
persons, firms, proprietorships, partnerships or corporations as the
Company may contract with/or other direct and shall not disclose the
private affairs of the Company or of any persons, firms,
proprietorships, partnerships or corporations with which the Company
shall deal or enter into contractual obligations with or any secret of
the same, to any other person other than the officers or directors of
the Company or any such person, partner, officer or director of any
person, firm, proprietorship, partnership or corporation that the
Company so directs, and shall not, for its own purpose or for any other
purposes, other than those of the Company, use any information it may
acquire with respect to the Company's affairs or the affairs of any
person, firm, proprietorship, partnership or corporation with which the
Company has entered into contractual obligations.
TERMINATION
7. It is understood and agreed by and between the parties hereto that
either party may terminate this Agreement in its entirety, with or
without cause and for any reason whatsoever by providing the other
party with three (3) months written notice of such intention. The
address for service for any notice, consent, acceptance or other
document required or permitted hereunder shall be as set forth on page
1 hereof or such other address as either of the parties shall from time
to time hereunder by notice in writing to the other of them appoint.
Any notice mailed by first class, prepaid mail shall be deemed to have
been received forty-eight hours from the date of mailing thereof.
ASSIGNMENT
8. This Agreement may not be assigned by any party except with the written
consent of the other party hereto.
NOTICE
9. Any notice, direction or instrument required or permitted to be given
hereunder shall be given in writing and be mailed, postage prepaid or
delivered by one party to the other at the address first herein
appearing. Any notice, direction or other instrument aforesaid if
delivered shall be deemed to be given or made on the day on which it
was delivered or if mailed, shall be deemed to have been given or made
on the third business day following the day on which it was mailed.
GENERAL
10. The provisions of this Agreement and all matters arising thereunder
shall be governed and interpreted in accordance with the laws of the
Province of British Columbia and all disputes arising under this
Agreement shall be referred to a court of British Columbia.
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11. Time shall be the essence of this Agreement.
12. The parties agree to execute all documents and do all things necessary
to carry out the intent and purpose of this Agreement.
13. The provisions of this Agreement with respect to the payment of monies
shall enure to the benefit of and be binding upon the heirs, executors,
administrators and legal personal representatives of BCL and the
successors of the Company, respectively.
14. The parties hereto acknowledge that there is no other agreement,
express or implied between them other than as herein set out. Any
amendment to this Agreement shall not be effective unless it is reduced
in writing.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto as of the day and year first above written.
XXXXXXX CONSULTING LTD.
Per:
/s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx, President
XXXXXX GOLD CORP. )
Per: )
)
)
/S/ XXXX X. XXXX )
---------------------------------
Xxxx X. Xxxx, Director )
)
)
/S/ XXXXXX X. XXXXXXX )
---------------------------------
Xxxxxx X. Xxxxxxx, Director )
