Exhibit 10.32
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as the
"Agreement") dated this 14th day of January, 2006, to be effective as of the 1st
day of January, 2006 (hereinafter referred to as the "Effective Date"), by and
between Savoy Resources Corp. (hereinafter referred to as the "Company"), a
Colorado corporation with its executive offices located at 00000 Xxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxx 00000, and Xx. Xxxxxx Xxxx (hereinafter referred to as the
"Consultant"), with his residence address located at Xxxxx 00X, 00xx Xxxxx,
Xxxxx Xxxxxxxx, 0 Xxxx Xxxxxxx Xxxx, Xxxxxxx, Xxxxx.
WITNESSETH:
WHEREAS:
1. The Company proposes to engage in the business of gold and other mineral
exploration and development.
2. The Consultant has certain expertise in the above-described business.
3. The Company desires to retain the Consultant and the Consultant desires
to be retained by the Company upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Responsibilities. The Company hereby retains the Consultant in the area
of market development in Asia and the Consultant hereby accepts and agrees to
such retention. The Consultant, in this capacity, shall assist the Company to
further the exploration and development of its resource interests throughout
China; act as the Company's liaison with the various levels of government in
China; advise and assist the Company to develop and execute strategies for
marketing and developing product markets in Asia; and establish and help
maintain effective communications programs with the mining industry and other
interested persons in Asia. In addition, the Consultant shall have and perform
such other duties as are customarily performed by one holding such position in
other businesses or enterprises that are the same as or similar to that engaged
in by the Company, and shall have and perform such unrelated duties and services
as may be assigned to him from time to time by the Board of Directors of the
Company. The Consultant agrees to abide by the Company policies and procedures
established from time to time by the Company. The exact nature of the duties of
the Consultant shall be more fully outlined and defined in a formal job
description between the Company and the Consultant, as amended from time to
time. The Consultant shall accept from the Company, as full compensation for his
services, including, without limitation, any services rendered by him as an
officer or director of the Company or of any parent, subsidiary or affiliate of
the Company, the compensation in the form of cash as provided in subsection a.
of Section 4. Additionally, the Consultant, or his assign(s), shall receive an
option exercisable to purchase shares of the Company's common stock, $.001 par
value per share (hereinafter referred to as the "Common Stock"), as provided in
subsection b. of Section 4, as incentive for entering into this Agreement.
2. Best Efforts of Consultant. The Consultant agrees that he will at all
times faithfully, industriously and to the best of his ability, experience and
talents perform to the reasonable satisfaction of the Company all of the duties
that may be required of and from him pursuant to the express and implicit terms
of this Agreement. Such duties shall be rendered at such place or places and
during such hours as the interest, needs, business or opportunity of the Company
shall require.
3. Term. The term of this Agreement shall be a period of one year,
commencing on January 1, 2006, and terminating on December 31, 2006, subject,
however, to prior termination as hereinafter provided.
4. Compensation of Consultant.
a. The Company shall pay to the Consultant, and the Consultant shall accept
from the Company, as full compensation for the Consultant's services, including,
without limitation, any services rendered by him as an officer or director of
the Company or of any parent, subsidiary or affiliate of the Company, cash based
on the rate of $120,000 per annum, payable in installments of $10,000.00 once
per month on the first day of each month during the term of this Agreement.
b. As incentive for entering into this Agreement, the Company shall issue
and deliver to the Consultant, or his assign(s), an option exercisable to
purchase an aggregate of 1,000,000 newly-issued, restricted shares of Common
Stock of the Company at an exercise price of $0.08 per share during the period
of three years from January 1, 2006, through December 31, 2009. The shares of
Common Stock to be issued upon the exercise of the option shall be "restricted
securities" as defined in Rule 144 of the General Rules and Regulations under
the Securities Act of 1933, as amended (hereinafter referred to as the "Act"),
and may not be sold unless registered pursuant to the Act or in accordance with
the terms of Rule 144.
5. Expenses. The Consultant shall be authorized to incur reasonable
expenses in the performance of his responsibilities pursuant to this Agreement,
including expenses for business entertainment, business travel and similar items
and other expenses as approved by the Company, subject to limits or restrictions
established from time to time by the Company. The Company shall reimburse the
Consultant for all such authorized expenses within a reasonable time after
presentation by the Consultant from time to time of an itemized account of such
expenditures.
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6. Termination.
a. This Agreement may be terminated by the Consultant upon sixty (60) days'
prior written notice to the Company. If the Consultant shall so terminate this
Agreement, the Consultant shall be entitled to pay only to the date of such
termination.
b. (1) The Company may terminate this Agreement at any time in the event of
any violation by the Consultant of any of the terms of this Agreement or for
cause, as defined below, without notice to the Consultant and with pay only to
the date of such termination.
(2) Sufficient cause for termination by the Company shall be a
determination made in good faith and based upon reasonable grounds that the
Consultant: (a) has failed to adequately perform his duties hereunder, as
determined by the Board of Directors in its sole discretion, or has been
substantially absent from retention; (b) has engaged in habitual drunkenness or
abusive drugs rendering the Consultant unable to carry our his duties in a
responsible manner; (c) has embezzled funds or misapplied assets of the Company;
(d) has committed an act with the intent to defraud or hinder the Company; or
(e) has been negligent in the performance of the duties owed by the Consultant
to the Company.
(3) As soon as may be practicable after the termination of the Consultant
by the Company for cause, the Board of Directors of the Company shall make an
investigation of, and allow the Consultant an opportunity to discuss with the
Board of Directors, the relevant facts with respect thereto. If the Board of
Directors of the Company shall determine that the Consultant has been terminated
without cause, the Consultant shall be reinstated in the position that he held
prior to the termination and shall receive any compensation accrued or payable
during the period of his termination. In such event, any shares of Common Stock
or other accrued benefits shall be payable to the Consultant as if the
Consultant had not been terminated.
(4) Any conduct of the Consultant that shall constitute cause for
termination under the terms of subsection b.(2) of this Section 6. and any
breach or evasion of any of the terms of this Agreement by either party hereto
will result in immediate and irreparable injury to the injured party and will
authorize recourse to injunction and/or specific performance as well as to all
other legal or equitable remedies to which such injured party may be entitled
hereunder.
c. Anything herein contained to the contrary notwithstanding, in the event
that the Company shall discontinue operating its business for any reason
including but not limited to insolvency, then this Agreement and the
Consultant's retention hereunder shall terminate as of the date the Company
ceases business operation. For purposes of this Agreement, the Company shall be
considered to be insolvent if: (i) a petition under Chapters 7, 11 or 12 of the
Bankruptcy Reform Act of 1978 has been filed by or against the Company and has
not been dismissed within ninety (90) days after filing; or (ii) the Company has
made an assignment for the benefit of creditors.
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d. If the Consultant shall die during the term of this Agreement, this
Agreement and the Consultant's retention hereunder shall terminate immediately
upon the Consultant's death, provided that the Consultant shall be entitled to
his consulting fees hereunder to the last day of the month in which such death
occurs.
e. (i) Notwithstanding anything in this Agreement to the contrary, the
Company is hereby given the option to terminate this Agreement and the
Consultant's retention hereunder in the event that the Consultant, during the
term hereof, shall become permanently disabled as defined in subsection e.(ii)
of this Section 6. below. The Company may exercise such option by giving written
notice of termination to the Consultant at any time after the Consultant becomes
permanently disabled. This Agreement and the Consultant's retention shall
terminate as of the date of such notice, provided that the Consultant shall be
entitled to his consulting fees hereunder to the last day of the month in which
such termination occurs.
(ii) For purposes of this Agreement, the Consultant shall be deemed to have
become permanently disabled if, because of ill health, physical or mental
disability or for other causes beyond his control, he shall have been unable or
unwilling or shall have failed to perform his duties hereunder on ninety per
cent (90%) of the days during a period of two (2) consecutive months,
irrespective of whether or not such days are consecutive.
7. Disclosure of Information.The Consultant recognizes and acknowledges
that he has and will have access to certain confidential information of the
Company and its affiliates, including, but not limited to, technologies,
specifications, intellectual property, computer hardware and software, lists of
clients or customers, know-how and other proprietary information, that are
valuable, special and unique assets and property of the Company and such
affiliates. The Consultant will not, during or after the term of his retention,
disclose, without the prior written consent or authorization of the Company, or
authorize or permit anyone under his direction or control to disclose any of
such information to any firm, person, corporation, association, enterprise or
other entity, except to authorized representatives of the Company or its
affiliates, for any reason or purpose whatsoever. In this regard, the Consultant
agrees that such authorization or consent to disclosure may be conditioned upon
the disclosure being made pursuant to a secrecy agreement, protective order,
provision of statute, rule, regulation or other procedure under which the
confidentiality of the information is maintained in the hands of the person to
whom the information is to be disclosed. In the event a third party seeks to
compel disclosure of confidential information by the Consultant by judicial or
administrative process, the Consultant shall promptly notify the Company of such
occurrence and furnish to the Company a copy of the demand, summons, subpoena or
other process served upon the Consultant to compel such disclosure, and will
permit the Company to assume, at the Company's expense but with the Consultant's
cooperation, defense of the disclosure demand. In the event the Company does not
contest such a third-party disclosure demand under judicial or administrative
process or a final judicial order is issued compelling disclosure of
confidential information by the Consultant, the Consultant shall be entitled to
disclose such confidential information in compliance with the terms of such
administrative or judicial process or order.
Upon termination of the Consultant's retention by the Company, the
Consultant shall neither take nor retain any proprietary papers, customer lists,
manuals, files or other documents or copies thereof belonging to the Company or
any of its affiliates.
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The provisions of this Section 7. shall survive the termination of this
Agreement. In the event of a breach or threatened breach by the Consultant of
the provisions of this Section 7., the Company shall be entitled to an
injunction restraining the Consultant from disclosing, in whole or in part, such
confidential information. Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies available to the Company for such
breach or threatened breach, including the recovery of damages from the
Consultant.
8. Other Benefits. The Consultant shall be entitled to all other benefits
contained in the approved Company benefit plan(s) offered to all executive
officers, subject to the provisions of such plan(s). Nothing in this Section
shall be construed to require the Company to maintain any particular benefit
plan(s).
9. Indemnification.
a. 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 (hereinafter referred to as a
"Proceeding"), by reason of the fact that he is or was a director, officer or
consultant of the Company or is or was serving at the request of the Company as
a director, officer, member, consultant or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to executive 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, consultant 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, consultant or agent of the Company or other entity,
with respect to acts or omissions that occurred prior to the cessation of his
retention 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.
b. 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.
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10. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered or sent by registered
or certified mail to his last known address, in the case of the Consultant, or
to its principal executive offices, in the case of the Company.
11. Waiver of Breach. Any waiver by the Company of a breach of any
provision of this Agreement by the Consultant shall not operate or be construed
as a waiver of any subsequent breach by the Consultant.
12. Assignment. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of the Company. 13. Applicable Law. It is the intention of the
parties hereto that this Agreement and the performance hereunder and all suits
and special proceedings hereunder be construed in accordance with and pursuant
to the laws of the State of Colorado and that in any action, special proceeding
or other proceeding that may be brought arising out of, in connection with or by
reason of this Agreement, the laws of the State of Colorado shall be applicable
and shall govern to the exclusion of the law of any other forum, without regard
to the jurisdiction in which any action or special proceeding may be instituted.
14. Severability. All agreements and covenants contained herein are
severable, and in the event any of them, with the exception of those contained
in Sections 1. and 4. hereof, shall be held to be invalid by any competent
court, this Agreement shall be interpreted as if such invalid agreements or
covenants were not contained herein.
15. Entire Agreement. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all prior
understandings, agreements and negotiations between the parties, provided that
nothing herein shall be deemed to restrict or limit the common law duties of the
Consultant to the Company.
16. Waiver and Modification. Any waiver, alteration or modification of any
of the provisions of this Agreement shall be valid only if made in writing and
signed by the parties hereto. Each party hereto, from time to time, may waive
any of his or its rights hereunder without effecting a waiver with respect to
any subsequent occurrences or transactions hereof.
17. Captions and Paragraph Headings. Captions and paragraph headings used
herein are for convenience only, are not a part hereof and shall not be used in
construing this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the day and year first above written.
THE COMPANY: THE CONSULTANT:
SAVOY RESOURCES CORP.
By: /s/ Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxx
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Xxxxxx Xxxxxxx, President Xxxxxx Xxxx
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