AGREEMENT
This AGREEMENT made as of April 7, 2003, (the "Agreement"), between
Goldtech Mining Corporation ("Goldtech"), a Washington corporation with its
principal place of business located at the law offices of Xxxxx X. Xxxxxxx, 0000
000xx Xxxxxx XX, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000 ("Goldtech") and Xx.
Xxxxx Xxxxxx ("Duprat"), a retired attorney, business consultant, and agent for
mining properties with its registered offices at Suite 812 - 22588 Xxxxx
Xxxxxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0.
Goldtech is in the process of securing mining properties and/or
mining claims for the purposes of exploring and developing mining properties in
British Columbia, Canada and elsewhere.
Duprat is in the business of consulting with mining companies and
developing business and development plans concerning those properties. Duprat
has an extensive contact base within the mining community to develop certain
business plans to create business opportunities pertaining to development stage
mining projects primarily within the country of Canada.
NOW THEREFORE, in consideration of the mutual covenants of the parties
and for other good and valuable consideration, receipt of which is hereby
acknowledged by the Company, the parties hereto agree as follows:
1. Agency Agreement. Goldtech grants to Duprat the exclusive right to
develop business plans with contacts within the mining community for the
purposes of creating a viable business venture on designated properties within
the Province of British Columbia, Canada and other locations in Canada, and to
negotiate on behalf of Goldtech, pursuant to that business plan. Duprat will be
responsible for all of his expenses in the initial development of the mining
business plan(s). In the event that Goldtech adopts the businss plan developed
by Duprat, then Duprat shall provide expense receipts be reimbursed by Goldtech
for all expenses.
2. Term. The term of this Agreement is for thirty-six (36) months,
unless extended by both parties.
3. Payment to Duprat. Goldtech agrees to pay Duprat $50,000 to
100,000 USD for each business plan pertaining to a mining property and/or mining
claim owned or joint ventured by Goldtech. The amount of the fee is to be
determined and agreed to by both parties depending on the amount of work by
Duprat to create the business and property development plan, size and potential
of the mining property and/or mining claim. These funds will be paid directly by
Goldtech to Duprat out of the funds generated to finance the Goldtech projects.
4. Goldtech and Duprat Business Practice. The parties agree that
they will work in chorus and in a professional manner at all times to facilitate
the creating of an accurate business plan, along with projections and mining
plan. Goldtech and Duprat are bound at all times to protect the other against
any and all parties who may wish to intercede in any of the business functions
of Goldtech and Duprat.
6. Records. Duprat shall obtain and keep records showing all
information used to create the business and development plan concerning the
mining properties and/or mining claims including the legal description of the
mining properties and/or mining claims, all environment considerations and other
governmental restrictions, any and all information pertaining to engineering
reports and the history of the mining properties and/or mining claims and any
and all information which may be material to the ownership and operation of such
mining properties and/or mining claims..
7. Breach of Agreement. In the event of a breach or threatened
breach by either party of its obligations under this agreement, each party
acknowledges that the other party may not have any adequate immediate remedy
under the law and may be entitled to seek such equitable and injunctive relief
as may be available to restrain the other party from any violation of the
provisions hereof. The prevailing party in any such proceeding shall be entitled
to reimbursement from the other party of any expenses (including, without
limitation, to reasonable attorney's fees) incurred in connection with such
proceeding. Nothing herein shall be construed as prohibiting either party from
pursuing any other remedies available for such breach or threatened breach,
including the recovering of damages.
8. Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if delivered personally or three
(3) days after being sent by registered or certified mail, return receipt
requested, postage prepaid, courier service or transmitted by telecopy with oral
confirmation, addressed as follows or to such other address of which the parties
may have given notice in accordance with this paragraph:
In the case of Goldtech:
Goldtech Mining Corporation
C/o Law Offices of Xxxxx X. Xxxxxxx
0000 000xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
In the case of the Duprat:
Xx. Xxxxx Xxxxxx, Esq.
Suite 812 - 22588 Xxxxx Xxxxxxxx
Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
9. Miscellaneous. Nothing in this agreement shall be deemed to
constitute or create between Goldtech and Duprat a partnership, association,
joint venture or agency or affiliate, nor shall either party have power or
authority to obligate or bind the other in any manner whatsoever, except as
expressly provided for herein and neither such party shall make any
representation or warranty on behalf or for the other party. No change,
modification, amendment, addition to this agreement or any part thereof shall be
valid unless in writing and signed by or on behalf of both parties.
10. Entire Agreement. This agreement constitutes the entire
agreement between the parties and supercedes all prior understandings and
agreements regarding the subject matter hereof. Each of the parties acknowledges
and agrees that the other has not made and is not making and in executing this
agreement, neither party has relied upon any representation, promises or
inducements except to the extent that the same are expressly set forth in this
agreement. If any clause, paragraph, section or part of this agreement shall be
held or declared to be void, invalid, or illegal for any reason by any court of
competent jurisdiction, such provision shall be ineffective but shall not in any
way validate or affect any other clause, paragraph, section or part of this
agreement.
11. Counterparts. This agreement may be signed in counterparts,
with the same force and effect.
This agreement shall be governed by and construed in accordance with
the laws of the State of Washington, United States of America, applicable to
agreements made and to be performed therein.
IN WITNESS WHEREOF, the parties have caused this agreement to be signed
as of the date and year as first written above.
Goldtech Mining Corporation:
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By: /s/ Xxxxx X. Xxxxxxx, Secretary and Director
Consultant and Agent:
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By: /s/ Xxxxx Xxxxxx, as an Individual
