CONSULTANCY AGREEMENT
Dated 1
January 2011
(1) COLOMBIA
CLEAN POWER AND FUELS INC
(2) BADGER
RESOURCES LIMITED
THIS AGREEMENT is made on
the day
of January 2011
BETWEEN:-
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(1)
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Colombia Clean
Power & Fuels, Inc, 000 0xx
Xx, Xxxxx 000, Xxx Xxxxxx, XX,
00000
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(2)
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Badger
Resources Limited, of 00 Xxxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxx,
Xxxxxxxxxxxx, XX00 0XX (the "Consultant").
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IT IS AGREED
as follows:-
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1.
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DEFINITIONS
AND INTERPRETATION
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1.1
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In
this Agreement the following words and expressions shall have the
following meanings:
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Board
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the
board of directors of the Company from time to time;
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Group
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the
Company and any entity which is the Company's subsidiary or its ultimate
holding company or is a subsidiary of the Company's ultimate holding
company and references to a “Group Company” shall be
interpreted accordingly.
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Services
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such
services as may from time to time be agreed between the Company and the
Consultant;
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Term
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the
period of the Consultant's engagement hereunder;
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Termination
Date
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the
date on which the engagement of the Consultant under this Agreement shall
terminate for whatever
reason,
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and
derivative expressions shall be construed
accordingly.
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1.2
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The
headings in this Agreement are for convenience only and shall not affect
the interpretation of any provision of this
Agreement.
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2.
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ENGAGEMENT
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2.1
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The
Company shall engage the Consultant and the Consultant shall supply the
Services to the Company. The Consultant's engagement shall
commence on 1st
January 2011 and shall continue until terminated by either party with 3
months’ written notice.
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2.2
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Nothing
herein shall render or be deemed to render the Consultant an employee,
agent or partner of the Company.
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3.
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SERVICES
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3.1
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Except
where the Consultant is incapacitated by illness or accident, the
Consultant shall make himself available to the Company for a total of 15
days per month, such days to be agreed between the Company and the
Consultant, for the performance of the Services. Should the
Consultant work part of a day, then his hours shall be apportioned
assuming that there are 8 hours in a working
day.
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3.2
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While
the Consultant's method of work is his own the Consultant shall comply
with the reasonable requests of the Board and shall work and co-operate
with any servant or agent or other consultant of the
Company.
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3.3
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The
Consultant shall be responsible for obtaining all appropriate insurance to
cover the provision by him of the Services such cover to be in place
before the commencement of the provision of the Services, subject to a
limit of $250,000. The Consultant shall at any time provide the
Company with sufficient proof of such insurance. The Consultant
will be fully responsible for any acts of negligence that he commits and
any such acts will not be indemnified by the
Company.
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3.4
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The
work undertaken by the Consultant will be agreed between the Company and
the Consultant, and will include assistant and advice by the Consultant in
these areas:
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A. Review
of mine plans and related
documentation;
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B.
Review of geologic studies related to existing or possible Concessions and
resources;
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C.
Advice regarding potential strategic partners, including mining operators,
logistics companies, and international marketing
firms;
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D.
Advice on potential customers and off-take agreements for the Company’s
production
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E.
Responsibility for the development and implementation of exploration
programmes
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G.
General advice as required by the
Company
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4.
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CONFLICTS
OF INTEREST
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4.1
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It
is accepted and acknowledged that the Consultant has business interests
other than those of the Company although none conflict with his engagement
under this Agreement. In the event that the Consultant becomes
aware of any potential conflicts of interest, these should be disclosed to
the Board as soon as apparent.
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4.2
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Subject
to the provisions of clause 4.1, the Consultant shall be entitled to
engage in other activities during this Agreement provided that such
activities do not interfere with the provision of the
Services.
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5.
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FEES
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5.1
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The
Company shall pay to the Consultant in consideration of the provision of
the Services a fee of US$15,000 per
month.
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5.2
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The
Consultant shall render monthly invoices to the Company in respect of the
fees referred to above the Company shall pay any amounts due within 2 days
of receipt of such invoice. No payment shall be due from the
Company to the Consultant unless the Consultant has issued a proper
invoice in respect of the relevant
payment.
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5.3
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The
Consultant shall be entitled to be reimbursed all pre-approved
out-of-pocket expenses reasonably incurred by him in the proper
performance of the Services and which are pre-agreed by the Company,
subject to the production of such receipts as the Company may
require.
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5.4
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The
Consultant shall be responsible for all tax liabilities arising
in respect of the Services and the Consultant agrees to indemnify and keep
indemnified (to the extent permitted by law) the Company against all
claims that may be made by the relevant authorities against the Company in
respect of tax or National Insurance or similar contributions (which shall
include any penalties or interest on such tax or contributions) relating
to the supply to the Company of the Consultant's services
hereunder.
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6.
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INTELLECTUAL
PROPERTY RIGHTS
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All
rights in intellectual property relating to the Company (including without
limitation, in patents, copyright, trade marks, registered designs, design right
and know-how) to which the Consultant may become entitled by reason of the
performance of the Services shall automatically be assigned to the Company and
the Consultant shall at the request and expense of the Company execute such
documents and do such things as may be reasonably required by the Company to
evidence such vesting.
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7.
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CONFIDENTIAL
INFORMATION
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7.1
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The
Consultant acknowledges that, during the Term, he shall in the provision
of the Services become aware of trade secrets and other confidential
information relating to the Company and the Group Companies, its or their
businesses and its or their past, current or prospective clients or
customers and their businesses.
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7.2
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Without
prejudice to his general duties under common law in relation to such trade
secrets, all confidential information acquired in the course of the
Consultant's engagement under this Agreement should not be released,
either during the his appointment or following termination (by whatever
means), to third parties without prior clearance from the
Company.
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7.3
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All
documents and software (both originals and copies) which were prepared by
the Consultant or which have come into his possession in the course of
providing the services to the Company or which relate to the business of
the Company or any Group Company or any of its or their customers or
clients shall be the property of the Company. On the
Termination Date, or at any other time upon the Company's request, the
Consultant shall return to the Company immediately all originals and
copies of all documents, software, accounts, client product services list,
computer disks, printouts (without retaining any copies) and all property
and information in his possession or control which belongs to the Company
or any Group Company or its or their customers or clients and will delete
any such material, items, property and information from any laptop or
personal computer programme or disks in his possession or under his
control.
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8.
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GENERAL
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8.1
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This
Agreement constitutes the entire and only legally binding agreement and
understanding between the parties relating to the engagement of the
Consultant by the Company and supersedes any previous agreements,
arrangements or understandings (both oral and written) relating to the
subject matter of this Agreement.
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8.2
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Any
notice to be given under this Agreement shall be in
writing. Notices may be served by either party by personal
service or by first class post addressed to the other party at its
registered office or residential address, as applicable, for the time
being and any notice given by letter shall be deemed to have been served
at the time at which the letter was delivered personally or if sent by
post would be delivered in the ordinary course of
post.
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8.3
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This
Agreement and the rights and obligations of the parties hereto shall be
governed by and construed in accordance with the laws of
England. In the event of any claim, dispute or difference
arising out of or in connection with this Agreement the parties hereto
irrevocably agree and submit to the non-exclusive jurisdiction of the
Courts of England.
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SIGNED by:
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/s/ Xxxxxx Xxxxxxx
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Xxxxxx
Xxxxxxx
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Chief
Financial Officer
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Colombia
Clean Power & Fuels
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SIGNED by:
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/s/ Xxxxxx Xxxxxxx
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Xxxxxx
Xxxxxxx
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Xxxxxx
Resources Limited
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