EXHIBIT 10.5
CONSULTING AGREEMENT
This agreement is made on the day of October, 2001 at Calgary, Alberta,
between Winmax Trading Group, Inc. ("Company"), a Florida corporation, and
Xxxxxxx Xxxxxx ("Consultant").
BACKGROUND RECITALS
A. Winmax Trading Group, Inc. is a fully reporting, a publicly traded Florida
corporation which desires a consultant requiring the skills, training, ability
and experience to perform consulting duties such as advising the company on the
management of its drill equipment, Metallurgical Technologies, drill
maintenance, assess the surface and underground exploration and development
drilling services, drilling supervision, labor, training and equipment selection
and procurement, and services as directed for use with the drilling firm(s)
involved as well as other tasks that may be assigned from time to time.
B. Xxxxxxx Xxxxxx is a consultant with extensive experience in the management of
drilling operations and drill equipment, who seeks a consulting position that
encompasses the broad range of duties being sought by the Company.
In consideration of the above Background Recitals, which are hereby incorporated
into the provisions of this Agreement, and other valuable consideration, the
parties, therefore, agree:
DUTIES & OBLIGATIONS OF CONSULTANT
1. Company agrees to hire the Consultant in which capacity she will act with
the full approval of the board of directors. The initial scope of work
includes but is not limited to the following specific duties:
a. Assessing cost-effective techniques for drilling on the companies
mining operations;
b. An analysis of all technical specifications for the "Xxxxxxx Project"
for the drilling, process, and drill equipment requirements, but also
attain operational performance, and competitive advantage objectives;
c. Outline, assess and assist to implement the surface and underground
exploration and development drilling services program for the gem
mining and other precious metals property;
d. Outline and assist supervision, labor, training and equipment
selection and procurement, logistical operations, communications and
investigating the set up of further professional drilling systems and
services;
e. Advise and review the equipment maintenance schedules and procedures;
and
f. Such other duties as may be assigned by the board of directors or the
president from time to time.
2. Loyal and Conscientious Performance of Duties. Consultant shall answer and
report directly to the president and chief executive officer of the
Company. Consultant agrees that to the best of his ability and experience
he will at all times loyally and conscientiously perform all of the duties
and obligations required of him either expressly or implicitly by the terms
of this agreement. Consultant shall not, directly or indirectly, acquire,
hold, or retain any interest in any business competing with or similar in
nature to the business of Company, and shall not acquire and hold any
secrets detrimental or impacting the interests of Company, but shall
immediately upon receipt disclose such information to appropriate Company
management.
3. Trade Secrets & Unfair Competition. The parties acknowledge that
Consultant, in the course of his employment, shall have access to sales,
personnel, financial and other information of a proprietary nature
belonging to the company. Consultant specifically agrees that he shall not
misuse, misappropriate, or disclose by any means to any third party, any
confidential information or trade secrets of Company, or engage in any
unfair competition, either during the course of employment or at any time
thereafter, except such disclosure as may be required pursuant to his
employment, or with the prior consent of the Company.
4. No Competitive Activities. During the term of this agreement, Consultant
shall not, directly or indirectly, either as a consultant, employer, agent,
principal, partner, stockholder, corporate officer, director, member,
manager or in any other individual or representative capacity, engage or
participate in any business that is in competition in any manner whatsoever
with the business of Company.
5. Location of Services to be Performed. Services shall be performed on a
weekly basis either in or from the Company premises or any other place as
directed by the company. Additional hours may be performed at any location
deemed appropriate by Consultant in consultation with the company's
President. It is contemplated hereby that weekend time devoted by
Consultant to company matters may sometimes have the compensating effect of
reducing the amount of time spent by Consultant in the Ontario office.
COMPENSATION OF CONSULTANT
6. Compensation. Company will pay Consultant a basic contract fee as follows:
1. Two Hundred Fifty Thousand (250,000) shares of Company common stock to
be issued to Consultant under an S-8 registration with the SEC.
TERM AND TYPE OF EMPLOYMENT
7. Term. The term of this Agreement shall be for a period of One (1) Year from
the effective date cited at the beginning of this agreement.
8. Agreement at Will. The provisions of this paragraph may be modified only in
writing signed by the president of the Company and the Consultant.
OBLIGATIONS OF COMPANY
9. General Provisions. Company shall provide Consultant with the opportunity;
compensation, materials, benefits and business reimbursement contemplated
by or specified in this agreement, and shall keep Consultant informed as to
all performance expectations of him.
10. Office and Staff. Company shall provide Consultant with, required travel,
accommodations and administrative support to Consultant's position and
adequate to the performance of his duties.
11. Reimbursement of Expenses and Losses. Company shall promptly reimburse
Consultant for all reasonable business expenses incurred by Consultant,
including business-related expenditures for entertainment, gifts, and
travel reasonably incurred on behalf of Company. Consultant shall furnish
adequate records and documentary evidence of all expenditures for the
substantiation of each for an income tax deduction.
12. Indemnity. Company shall indemnify Consultant for all losses sustained by
Consultant in direct consequence of the discharge of his duties on
Company's behalf.
OTHER GENERAL PROVISIONS
13. Termination of Engagement. The services described in this Agreement may be
terminated by either Company or Consultant at any time upon thirty (30)
days written notice; however, the shares issued to Consultant under
Paragraph 6 (1) will be deemed fully earned.
14. Notices. Any notices to be given by either party to the other shall be in
writing delivered by any means to the offices of Company at 000 Xxxxx
Xxxxxxx Xxxxxxx, Xxx. 000, Xxxxxxxxx Xxxxx, XX 00000-0000 or to Consultant
at 00000 Xxxxxxxxx Xxxxx, Xxxxx X, Xxxxxxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxx
00000.
15. Arbitration. Any controversy between Company and Consultant involving the
terms and provisions of this agreement, or the construction or application
of any of its terms or conditions, shall, on the written request of either
party, be submitted to arbitration in compliance with the Florida
Arbitration Act. Each party shall appoint one person to hear and determine
the dispute. If the two persons so appointed are unable to agree, then
those persons shall mutually select a third impartial arbitrator whose
decision as to all unresolved issues shall be final and conclusive upon
both parties. The cost of arbitration shall be equally borne by the
parties.
16. Entire Agreement. This agreement memorializes the agreement of the parties,
and supersedes all oral agreements, except for exhibits hereto. Each party
acknowledges that no other terms are in effect which are not embodied
herein, and that nothing not contained in this agreement shall be valid or
binding on the parties.
17. Modification. Any modification of this agreement will be effective only if
it is in writing signed by the party to be charged.
18. Partial Invalidity. If any provision in this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without any
legal impairment.
19. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
20. Sums Due Deceased Consultant. If Consultant dies during the engagement
hereunder, any sums that may be due him from Company under this agreement
as of the date of death shall be paid when due in normal course to
Consultant's spouse. If spouse for any reason can not receive such payment,
then to Consultant's executors, administrators, heirs, personal
representative, successors, or assigns.
Executed on , at Calgary, Alberta.
COMPANY
By:
Xxxxxx X. Xxxxx, President
CONSULTANT
Xxxxxxx Xxxxxx
