EXHIBIT 10.5
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made as of January 2, 2004, (the "Effective Date").
BETWEEN:
Savoy Capital Investments, Inc., a Company incorporated
pursuant to the laws of the State of Nevada with a mailing
address of 00000 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000
(the "Company")
OF THE FIRST PART
AND
Xxxxx Xxxxxxx
00000 Xxxxxx Xxxxxx
Xxxxx Xxxx, XX Xxxxxx X0X 0X0
(the "Consultant")
OF THE SECOND PART
This Consulting Agreement (the "Agreement") is made and entered into effective
as of the January 2, 2004 (the "Effective Date"), between Savoy Capital
Investments, Inc., a Colorado corporation, (the "Company") and Xxxxx Xxxxxxx
(the Consultant").
WHEREAS:
A. The Company is engaged in the business of mining exploration and
development.
B. The Company desires to retain the Consultant to act as Business
Development and Finance Consultant of the Company and to provide his
services to the Company as a Consultant on the terms and subject to
the conditions of this Agreement.
C. The Consultant has agreed to act as Business Development and Finance
Consultant of the Company and to provide his services to the Company
on the terms and subject to the conditions of this Agreement.
THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual
covenants contained in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:
EXHIBIT 10.5
1. DEFINITIONS
The following terms used in this Agreement shall have the meaning specified
below unless the context clearly indicates the contrary:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Cause" shall mean the Consultant's (i) commission of an act of fraud,
theft or embezzlement or other similar willful misconduct; (ii)
conviction of (or pleas of nolo contendere with respect to) a felony
or other crime involving moral turpitude; (iii) a serious neglect of
his material duties or failure to perform his material obligations
under this Agreement, or (iv) refusal to follow lawful directives of
the Board, provided however, that the Company shall give the
Consultant written notice specifying any actions alleged to constitute
Cause under clauses (iii) or (iv), and the Consultant shall have 30
days from the date of receipt of the Company's written notice in which
to cure any such alleged Cause.
(c) "Service Term" shall mean the period beginning on the Effective Date
and ending on the close of business on the effective date of the
Consultant's termination of service with the Company.
(d) "Expiration Date" shall have the meaning ascribed to such term in
Section 2.
(e) "Termination of Service" shall mean the first to occur of the
following events:
(i) the date of death of the Consultant;
(ii) the effective date specified in the Company's written notice to
the Consultant of the Company's termination of his service
without Cause;
(iii) the effective date specified in the Company's written notice to
the Consultant of the Company's termination of his service for
Cause; and
(iv) the occurrence of the Expiration Date.
2. SERVICE TERM
The Service Term shall become effective and begin as of the Effective Date, and
shall continue until the close of business on the 1st anniversary of the
Effective Date (the "Expiration Date"), unless the Consultant's services are
terminated earlier pursuant to a Termination of Service. The Consultant will
serve the Company subject to the general supervision, advice and direction of
the Board and upon the terms and conditions set forth in this Agreement.
EXHIBIT 10.5
3. COMMENCEMENT OF SERVICE
The Company hereby engages the Consultant as its Business Development and
Finance Consultant and the Consultant hereby agrees to such service on the terms
and conditions described in this Agreement. The Consultant is being engaged
directly by the Company as a Consultant who will be compensated for the services
rendered as herein provided.
The Consultant service with the Company will commence on January 2, 2004 (the
effective date of this contract).
4. DESCRIPTION OF DUTIES AND JOB TITLE
During the term of this Agreement the Consultant agrees to devote his best
efforts to perform all duties as shall be determined by and at the reasonable
discretion of the Company's Board of Directors, and is charged with the
responsibilities, duties and functions necessary to assist the Company to meet
all of its obligations.
The Consultant job title is Business Development and Finance Consultant. The
Consultant will report to the Board and his main duties will be:
(a) To implement and assist with administration of the business
development of the Company;
(b) To seek out and develop business opportunities for the Company
worldwide;
(c) To identify and develop international markets for the Company's
products;
(d) To assist with the administration of the financial resources of the
Company.
5. OTHER INTERESTS
Apart from the above, the Consultant will devote his time, attention and
abilities to his duties, and to act in the best interests of the Company at all
times. The Consultant must not, without notice to the Company, be in any way
directly or indirectly engaged or concerned in any other business where this is
or is likely to be in conflict with the Company's interests or where this may
adversely affect the efficient discharge of your duties. However, this does not
preclude the Consultant holding securities in any other company.
6. TRAVEL AND WORKING OVERSEAS
The Consultant will be required to travel locally or internationally from time
to time. This may involve travelling outside normal business hours and at
weekends or public holidays should the need arise.
EXHIBIT 10.5
In addition to the compensation provided for under this Section, upon submission
of proper vouchers in accordance with the Company's expense reimbursement
policies and procedures as may exist from time to time, the Company will
reimburse the Consultant for all normal and reasonable travel and other expenses
incurred by the Consultant during the Service Term in performance of the
Consultant's responsibilities to the Company.
At the request of the Consultant, the Company may make an advance of travel or
expense funds to the Consultant against an approved budget.
7. REMUNERATION
(a) Fee: The Consultant `s basic fee is US$3,500 per month. The
Consultant's fee will be paid in equal monthly installments in advance
on the first working day of each month. Payment in respect of a period
less than a month will be apportioned in proportion to the number of
days worked as a proportion of the total number of working days in
that month.
(b) Signing Bonus: The Consultant shall receive a signing bonus of
US$3,500.
8. REVIEW OF REMUNERATION
After four months from the effective date of this agreement, a review will be
made of the basic fee and reviewed at the end of each subsequent year.
9. BENEFIT PLANS
During the Service Term, the Consultant shall be entitled to participate in any
benefit plans that may exist or be instituted, including but not limited to
health plans and other Consultant welfare benefit plans, with respect to which
the Consultant's position and tenure make him eligible to participate. Nothing
in this Section shall be construed to require the Company to maintain any
particular benefit plans for its employees or Consultants.
10. SUSPENSION
The Company has the right to suspend all or any of the Consultant's duties for
such period and on such terms as it considers appropriate, including a
requirement that the Consultant will not attend at the Company's premises, or
places of operations or contact any of its customers, suppliers or staff. The
Company can exercise this right at any time (including during a period of notice
terminating the Consultant's service) and whether or not it is in connection
with a disciplinary investigation. Suspension will be on full pay and the
Consultant's contractual benefits will continue to be provided unless it is a
sanction imposed at a disciplinary hearing (the sanction may be suspension,
without pay or on reduced pay as the Company may decide).
EXHIBIT 10.5
11. ACCEPTING OR OFFERING IMPROPER INDUCEMENTS
It is strictly forbidden to offer to any person who has or is likely to have a
business relationship with the Company or accept any benefit whether financial
or in kind from any such person other than the Consultant's proper remuneration
from the Company.
12. TERMINATION
The Consultant is entitled to 30 days notice in writing of termination of
service and to an additional week's notice for each year of service up to a
maximum of 6 weeks' notice in writing. The Company may make a payment of the
Consultant's basic fee in lieu of the above notice entitlement.
The above is subject to the Company's right to terminate the Consultant's
services at any time without notice:
(a) for any act of serious misconduct or of serious incompetence; or
(b) for repeated or other material breach by the Consultant of his
obligations to the Company; or
(c) if the Consultant is guilty of any conduct which seriously prejudices
or is likely seriously to prejudice the Company; or
(d) if the Consultant is convicted of any criminal offence.
The Consultant is required to give the Company not less than 30 days notice in
writing to terminate his service.
On termination of the Consultant's service the Consultant must immediately
return to the Company, in accordance with any instructions, which may be given
to the Consultant, all items of property belonging to the Company in his
possession or under his control. The Consultant must, if so required by the
Company, confirm in writing that the Consultant has complied with his
obligations under this provision.
13. AGREEMENT TO MAKE DEDUCTION/WITHHOLD PAYMENT
At any time during the Consultant's service, or on its termination (however
arising), the Company shall be entitled to deduct from the fee or any other
payments due to the Consultant in respect of the Consultant's service any monies
due from the Consultant to the Company. If at any time the Consultant is
requested to return to the Company property belonging to it and the Consultant
fails to do so the Company shall, without prejudice to any other remedy, be
entitled to withhold any monies due to the Consultant from the Company.
EXHIBIT 10.5
14. SECURITY
Confidentiality
---------------
Except in the proper performance of the Consultant's duties, the Consultant will
not either during the Consultant's service or at any time afterwards in any
fashion, form or manner, either directly or indirectly, divulge, disclose, or
communicate to any person, firm, or Company, or other entity, or utilize for his
own benefit, in any manner whatsoever, any trade secrets or any information of
any kind, nature of description concerning any matters affecting or relating to
the business of the Company including, but not limited to, the names of any of
the Company's agents or any other information concerning the business of the
Company or its manner of operation without regard to whether any or all of the
foregoing matters would be deemed confidential, material, or important, except
with the express written consent of the Company. The Consultant will use his
best endeavors to prevent the disclosure of, any information of a confidential
nature concerning the business of the Company or of any customer, supplier or
other person having dealings with the Company and which comes to his knowledge
during the course of his service. Provided however, the foregoing shall not
apply in the event the Consultant is required, by court order or is otherwise
required by law or by a governmental agency, to disclose information concerning
business.
Property of Company:
--------------------
All tangible, confidential information and other documentation, either directly
or indirectly, coming into the Consultant's possession of in the course of the
Consultant service, shall remain the property of the Company and shall be
returned to the Company.
Company and Consultant Stipulate:
---------------------------------
The Company and Consultant hereby stipulate that, as between them, the foregoing
matters are important, material, and confidential, and gravely affect the
effectiveness and successful conduct of the business of the Company and its
goodwill, and that any breach of the terms of this section is a breach of this
Agreement.
Non-interference
----------------
The Consultant will not at any time, in any fashion, form or manner, either
directly or indirectly, for himself or on behalf of any other person, persons,
firm, partnership, entity, company, or business, call upon any customer,
employee or consultant of the Company for the purpose of soliciting a business
or promotional relationship with respect to any customer, employee or
consultant.
EXHIBIT 10.5
15. INVALID PROVISION
The invalidity or unenforceability of a particular provision of this Agreement
shall not affect the other provisions hereof, and the Agreement shall be
construed in all respects as if such invalid or unenforceable provisions were
omitted.
16. MODIFICATION
No change or modification of this Agreement shall be valid unless in writing and
signed by the parties hereto.
17. ARBITRATION
If a dispute arises from or relates to this Agreement or the breach thereof or
otherwise from the relationship of the parties or its termination and if the
dispute cannot be settled through direct discussions, the parties agree to
endeavor first to settle the dispute in an amicable manner by mediation before
resorting to arbitration. Thereafter, any unresolved controversy or claim
arising from or relating to this Agreement or breach thereof shall be settled by
an agreed upon arbitration association and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
18. NOTICES
Any notice required or permitted by this Agreement shall be in writing, sent by
registered or certified mail, return receipt requested, or by overnight courier,
addressed to the Board and the Company at its then principal office, or to the
Executive at the address set forth in the preamble, as the case may be, or to
such other address or addresses as any party hereto may from time to time
specify in writing for the purpose in a notice given to the other parties in
compliance with this Section 18. Notices shall be deemed given when delivered.
19. APPLICABLE LAW, BINDING EFFECT, AND ASSIGNABILITY
This Agreement shall be governed by and interpreted under the laws of Colorado
and shall inure to the benefit of and be binding upon the parties hereto and
their heirs, personal representatives, successors and assigns. This Agreement is
assignable by the Company with the written consent of the Consultant but is not
assignable by Consultant.
EXHIBIT 10.5
20. INDEMNIFICATION
The Company agrees that if the Consultant is made a party, or is threatened to
be made a party, to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), by reason of the fact that he
is or was a director, officer or employee of the Company or is or was serving at
the request of the Company as a director, officer, member, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether or not the
basis of such Proceeding is the Consultant's alleged action in an official
capacity while serving as a director, officer, member, employee or agent, the
Consultant shall be indemnified and held harmless by the Company to the fullest
extent legally permitted or authorized by the Company's Articles of
Incorporation or Bylaws or resolutions of the Company's Board of Directors or,
if greater, by the laws of the State of Colorado, against all cost, expense,
liability and loss (including, without limitation, attorneys' fees, judgments,
fines, taxes or other liabilities or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by the Consultant in connection
therewith, and such indemnification shall continue as to the Consultant even if
he has ceased to be a director, member, employee or agent of the Company or
other entity, with respect to acts or omissions which occurred prior to his
cessation of employment with the Company, and shall inure to the benefit of the
Consultant's heirs, executors and administrators. The Company shall advance to
the Consultant all reasonable costs and expenses incurred by him in connection
with a Proceeding within 20 calendar days after receipt by the Company of a
written request for such advance. Such request shall include an undertaking by
the Consultant to repay the amount of such advance if it shall ultimately be
determined that he is not entitled to be indemnified against such costs and
expenses.
Neither the failure of the Company (including its board of directors,
independent legal counsel or stockholders) to have made a determination prior to
the commencement of any proceeding concerning payment of amounts claimed by the
Consultant that indemnification of the Consultant is proper because he has met
the applicable standard of conduct, nor a determination by the Company
(including its board of directors, independent legal counsel or stockholders)
that the Consultant has not met such applicable standard of conduct, shall
create a presumption that the Consultant has not met the applicable standard of
conduct.
The Company agrees to initiate and maintain a liability insurance policy
covering the Consultant to the extent the Company provides such coverage for its
executive officers.
21. REPRESENTATIONS AND WARRANTIES
The Consultant represents and warrants to the Company that;
(a) the Consultant is under no contractual or other restriction which is
inconsistent with the execution of this Agreement, the performance of
his duties hereunder or other rights of Company hereunder, and;
EXHIBIT 10.5
(b) the Consultant is under no physical or mental disability that would
hinder the performance of his duties under this Agreement.
22. MISCELLANEOUS
(a) This Agreement contains the entire agreement of the parties relating
to the subject matter hereof.
(b) This Agreement supersedes any prior written or oral agreements or
understandings between the parties relating to the subject matter
hereof.
(c) A waiver of the breach of any term or condition of this Agreement
shall not be deemed to constitute a waiver of any subsequent breach of
the same or any other term or condition.
(d) The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the
meaning of any provision hereof.
IN WITNESS WHEREOF, the undersigned have hereunto executed the Agreement on the
date set forth above.
Savoy Capital Investments, Inc.,
/s/ Xxxxx Xxxxxxx
-----------------
On Behalf of the Board
Xxxxx Xxxxxxx, President
Savoy Capital Investments, Inc.,
Consultant
/s/ Xxxxx Xxxxxxx
-----------------
Xxxxx Xxxxxxx
