Contract
CONSULT SERVS AGMT-XXXXX
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made this 1st day of July, 2001.
BETWEEN: Gold Chain Mining Company, a Utah corporation, 00 Xxxx Xxxxxxxx,
Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 (hereinafter called "Gold Chain" or the
"Company") AND Xxx Xxxxx of X.X. Xxx 000000, Xxxxxxxxx Xxxxx, XX 00000
(hereinafter called the "Consultant").
WHEREAS the Consultant is in the business of providing business consulting
services and is desirous of providing those consulting services to Gold Chain;
and
WHEREAS Gold Chain is desirous of retaining the Consultant to perform
consulting services; and
NOW THEREFORE, for the mutual promises contained herein and for good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereto do agree to the following covenants, terms and conditions:
1. Business Consultancy
1.5 Gold Chain engages the Consultant and the Consultant shall provide
services as set out below as a consultant on general business development of
Gold Chain.
1.6 The Consultant shall as and when requested by Gold Chain and in a
reasonable time after receiving each such request supply all general strategic
advice and assistance in the Consultant's power in any matter relating to advice
concerning such work.
1.3 Without restricting the generality of the foregoing, the Consultant
shall advise Gold Chain specifically in regard to technology development as it
pertains to the overall business development strategy of Gold Chain.
2. Fees
2.1 Gold Chain agrees to provide the Consultant for his services herein
with 820,000 common shares of Gold Chain Mining Company.
3. Expenses
3.1 Gold Chain further agrees to pay all pre-approved out-of-pocket
expenses incurred by the Consultant during the term and tenure of this Agreement
including, without limitation: a. all air travel; b. lodging and food; c.
business related expenses.
4. Confidential Information
4.1 The Consultant agrees not to divulge any information the Consultant
received during the term of this agreement concerning the personal, financial,
or other affairs of persons employed by Gold Chain.
4.2 The Consultant will not, directly or indirectly, disclose or use, at
any time, either during or subsequent to this agreement, any secret or any
Confidential Information, knowledge or data of Gold Chain. The term
"Confidential Information" includes, but is not limited to information emanating
from Gold Chain, its associates, affiliates, agents, suppliers or customers or
conceived or developed by the Consultant concerning research, development,
patent, copyright, industrial property rights, marketing plans and strategies,
profits, costs, pricing and sourcing, systems and procedures. The Consultant
agrees not to use any of the foregoing Confidential Information except for the
furtherance of the Consultant's obligations under this agreement. On termination
of this agreement, the Consultant shall transfer and deliver to Gold Chain all
documents, notebooks, charts, files, computers, diskettes and records containing
or referring to Confidential Information, including copies, summaries and notes,
in the Consultant's possession or control.
5. Term of Contract
5.1 This Agreement expires on June 30, 2002.
6. Termination of Contract
6.5 Notwithstanding paragraph 5 either party thereto may terminate this
Agreement after the first twelve (12) months by written notice to the other
party and the term of this Agreement shall terminate at the end of the following
the month which the notice was delivered.
6.6 Within the first six (6) months, Gold Chain may terminate this
Agreement for non performance of services.
7. Amendment of Contract
7.1 This Agreement may not be modified, amended, changed, rescinded or
canceled without the written consent of both the Consultant and Board of
Directors of Gold Chain except as provided herein.
8. Severability of Terms
8.1 If any portion of this Agreement is invalid, ruled illegal by any court
of competent jurisdiction, or unenforceable under present or future laws in
effect during the term hereof, then the remainder of this Agreement shall not be
affected thereby. In lieu of each provision which is invalid, illegal, or
unenforceable, there shall be added as part of this Agreement a provision that
shall be as similar in terms of such invalid, illegal or unenforceable provision
as may be possible so as to make it valid, legal and enforceable.
9. Law and Jurisdiction
9.1 This Agreement shall be governed by the laws of the State of Utah, USA.
10. Notice
10.1. Any notice to be given hereunder shall be in writing and shall be
delivered personally to the signatories of this agreement or shall be sent to
the intended recipient at its address set forth above by receipted delivery or
by prepaid registered mail.
11. Benefit
11.1 This Agreement shall be binding upon and endure to the benefit of the
parties hereto and their respective successors and assigns; provided however
that neither party hereto shall have the right to assign or transfer its rights
hereunder without the prior written consent of the other.
12. Miscellaneous
12.1 The Consultant is NOT an employee of Gold Chain for the purposes of
the Income Tax Act of the United States or Canada and is an independent
contractor.
IN WITNESS WHEREOF the parties hereto have executed this Consulting
Services Agreement on this 1ST day of July, 2001.
Acknowledged and accepted by:
Gold Chain Mining Company Xxx Xxxxx
/ S / Xxxxxxx Xxxxx / S / Xxx Xxxxx
______________________________ _____________________________
Xxxxxxx Xxxxx, President Xxx Xxxxx, Consultant
