Exhibit 10.5
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 1st day of March, 2011
BETWEEEN:
ILLYRIA INC.
0 X Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X0X0
(hereinafter called the "Consultant")
OF THE FIRST PART,
-and-
AMERICAN PARAMOUNT GOLD CORP.
000 Xxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X0X0
(hereinafter called the "Corporation")
OF THE SECOND PART.
WHEREAS the Corporation carries on the business of Mineral Exploration &
Development,
AND WHEREAS the Corporation has engaged the Consultant to assist it in providing
strategic planning and business development services in connection with the
Business;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE 1- ENGAGEMENT AND ACCEPTANCE OF DUTIES
1.1 The Corporation has engaged the Consultant and the Consultant accepted the
engagement with the Corporation to provide the following services (the
"Services"):
(a) assessing and completing business acquisitions;
(b) financial advice concerning cash flow and management and an overview
of the general economic landscape that would be relevant to the
raising of capital by the Corporation; and
(c) developing and implementing strategic business relationships
1.2 The Consultant shall and has provided a senior executive (the "Executive")
to the Corporation who shall be a person skilled, trained and qualified for this
position and acceptable to the Board of Directors of the Corporation who shall
be responsible for the performance of the Services hereunder. The Executive
shall be and has been Xxxxxx Xxxxxx.
1.3 The Consultant shall exercise its best efforts for and on behalf of the
Corporation and shall cause the Executive to faithfully, honestly and diligently
serve the Corporation, and to devote his time, labour, skill and attention to
the performance of the Services.
1.4 The Executive shall not be obliged to devote his entire business time and
attention to the Business.
ARTICLE 2-TERM
2.1 This Agreement sets out the scope and nature of the agreement and records
the terms of such engagement as at the date hereof. This Agreement shall
continue after the date hereof for a period ending December 31, 2012 subject to
earlier termination in accordance with the terms hereof.
ARTICLE 3-BASIC FEE
3.1 The Consultant shall be paid a basic fee (the "Fee") with adjustments as
agreed, commencing March 1, 2011 in the amount of $120,000 per annum payable in
equal monthly installments of $10,000 each within 15 days from the date of
invoice together with applicable HST. The Consultant shall be eligible to
receive additional compensation in the form of warrants or stock options at the
discretion of the Board.
ARTICLE 4- BLACKBERRY
4.1 The Executive shall be provided with a Blackberry communication device and
the Corporation will pay for the cost of monthly service.
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ARTICLE 5-EXPENSES
5.1 The Consultant shall be entitled to reimbursement for all reasonable
expenses actually and properly incurred by the Consultant in the course of the
performance of the Services, subject to submission of invoices to the
Corporation and the prior written approval of such expenses by the President &
CEO of the Corporation if that expense is over $500.
ARTICLE 6-CONFIDENTIAL INFORMATION AND RESTICTIVE COVENANTS
6.1 The Consultant acknowledges that in the course of carrying out, performing
and fulfilling the Services hereunder, the Consultant will have access to and
will be entrusted with confidential and proprietary information and trade
secrets belonging to the Corporation (the "Confidential Information"). The
Consultant acknowledges and agrees that the right to maintain the
confidentiality of the Confidential Information, and the right to preserve the
goodwill of the Corporation, constitute proprietary rights which the Corporation
is entitled to protect. Accordingly, the Consultant hereby covenants and agrees
with the Corporation that the Consultant will not at any time, either during the
term hereof or at any time thereafter, disclose any of the Confidential
Information to any person other than to the officers, directors and management
of the Corporation, or shall it use the same for any purpose other than those of
the Corporation. The foregoing provisions shall not apply to and the
"Confidential Information" shall exclude any information which is or becomes
available to, or is or becomes known to the public or to competitors of the
Corporation otherwise than by a breach of this Agreement, or to any information
the Consultant is required to disclose by order of any court or tribunal of
competent jurisdiction or to comply with any law, rule of regulation.
ARTICLE 7-NON-COMPETITION
7.1 The Consultant agrees that it shall not, at any time during the term of this
Agreement and for a period of 24 months thereafter, take any steps or make any
approach, either directly or indirectly, to any employee of the Corporation or
its subsidiaries calculated to lead such employee to leave his or her
employment.
7.2 THE CONSULTANT ACKNOWLEDGES AND AGREES THAT:
(a) the duration within which the restrictions set forth in Sections 7.1
shall apply have been considered by the Consultant and the restraints and
restrictions of and on the future activities of the Consultant are reasonable in
the circumstances.
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(b) all restrictions in this Agreement are reasonable and valid and all
defenses to the strict enforcement thereof by the Corporation are hereby waived
by Consultant;
(c) a violation of any of the provisions of this Agreement will result in
immediate and irreparable harm and damage to the Corporation; or
(d) in the event of any violation by the Consultant of any provision of
this Agreement, the Corporation shall, in addition to any other right to relief,
be entitled to equitable relief by way of temporary or permanent injunction and
to such other relief as any court of competent jurisdiction may deem just and
proper.
7.3 The provisions of this Article 7 shall survive notwithstanding termination
of this Agreement.
ARTICLE 8-TERMINATION OF THE AGREEMENT
8.1 The Consultant may terminate its engagement with the Corporation at any time
by providing 2 months notice in writing to the Corporation. If the Consultant
provides such notice to the Corporation, the Corporation may require the
Consultant to cease duties prior to the expiry of the notice period provided
that it pays to the Consultant the Fee in accordance with Section 3.1 during the
notice.
8.2 The Corporation may terminate the engagement of the Consultant at any time
by providing 2 months notice in writing to the Consultant.
ARTICLE 9-MISCELLANEOUS PROVISIONS
9.1 The Consultant acknowledges and agrees that the Consultant is an independent
contractor, that the Consultant is not an employee of the Corporation and that
this Agreement shall not create at partnership, joint venture,
employer/employee, mater/servant or any other relationship between the
Corporation and the Consultant.
9.2 No amendment, modification or waiver of any provision of this Agreement or
consent to any departure by the parties from any provisions of this Agreement is
effective unless it is in writing and signed by the parties and the amendment,
modification, waiver or consent is effective only in the specific instance and
for the specific purpose for which it is given.
9.3 The Consultant and the Corporation shall do, execute, acknowledge and
deliver or cause to be done, executed, acknowledged and delivered such further
acts and documents as shall be reasonably required to accomplish the intention
of this Agreement.
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9.4 This Agreement and all of the rights and obligations arising herefrom shall
be interpreted and applied in accordance with the laws of the Province of
Ontario and the courts of the Province of Ontario shall have exclusive
jurisdiction to determine all disputes relating to this Agreement and all of the
rights and obligations created hereby. The Consultant and the Corporation hereby
irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.
9.5 In the event that any provision or any part of any provision is deemed to be
invalid by reason of the interpretation placed thereon by a court, this
Agreement shall be construed as not containing such provisions or part of such
provisions and the invalidity of such provision or such part shall not affect
the validity of any other provisions or the remainder of such provision hereof.
All other provisions here of which are otherwise lawful and valid shall remain
in full force and effect.
9.6
(a) Except as otherwise expressly provided herein, all notices shall be in
writing and either delivered personally, by registered or certified mail or by
facsimile or electronic communication. In the case of the Corporation notice
shall be at the Corporation's office set out in the front page hereof. In the
case of the Consultant notice shall be delivered to the most current address of
the Consultant's residence on file with the Corporation.
(b) Any notice which is delivered personally shall be effective when
delivered, any notice which is sent by registered or certified mail shall be
effective on the fifth business day following the date of mailing and any notice
which is delivered by facsimile or electronic communication shall be effective
on the first business day following the day of sending.
(c) Any notice given by facsimile or electronic communication shall
immediately be confirmed by regular mail.
9.7 This Agreement constitutes the entire agreement between the parties as to
the matters dealt with herein. There are not and shall not be any oral
statements, representations, warranties, undertakings or agreements between the
parties.
9.8 This Agreement and all of its provisions shall inure to the benefit of and
the binding upon the parties, the successors and assigns of the Corporation and
to the legal personal representatives of the Consultant.
9.9 This Agreement will be effective as of March 1, 2011.
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IN WITNESS WHEREOF this Agreement has been duly executed by the parties this
15th day of March, 2011.
ILLYRIA INC. AMERICAN PARAMOUNT GOLD CORP.
/s/ Xxxxxx Xxxxxx /s/ Xxxx X. Xxxx
PER: PER: Xxxx X. Xxxx, President & CEO
Authorized Signing Officer Authorized Signing Officer
FOR VALUE RECEIVED the undersigned, being the Executive designated in the above
Consulting Agreement, hereby acknowledges and confirms the terms of the
Consulting Agreement and agrees to observe and to be bound by the terms thereof
that are binding upon the Consultant specifically including the provisions of
Article 6 and Article 7.
DATED as of 15th day of March, 2011.
PER: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
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