Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made effective as of April 14,
2010 (the "Effective Date"), by and among Xxxxx Xxxxxxx (the "Consultant") and
American Paramount Gold Corp. (the "Company").
ARTICLE I
TERM AND DUTIES
1.1 Engagement. The Company hereby retains the Consultant and the
Consultant hereby accepts being retained by the Company as a mining exploration
and development consultant to the Company, upon the terms and conditions set
forth in this Agreement.
1.2 Term. This Agreement can be terminated by either party upon sixty (60)
days written notice to the other party.
1.3 Duties. The Consultant shall agrees to be the President, CEO, CFO,
Secretary and Treasurer of the Company and provide consulting services to the
Company consistent with the duties of those positions and such other consulting
services as the board of directors may reasonably require from time to time (the
"Services"). The Consultant will devote such business time, attention, skill,
and energy to the business of the Company as shall be reasonably required to
perform his duties hereunder.
1.4 Non-Disclosure.
(a) The Consultant shall hold in confidence, and shall not disclose to any
person outside of the Company, except on a "need to know" basis, any Proprietary
Information concerning the Company. The Consultant shall use Proprietary
Information only for the purpose of performing the Services for the Company and
shall not use or exploit such Proprietary Information for his benefit or the
benefit of any other person or entity without the prior consent of the Company.
(b) Proprietary Information means any tangible or intangible proprietary or
confidential information or materials or trade secrets belonging to the Company
or its affiliates (whether disclosed orally, in writing, in electronic format or
otherwise), including, but not limited to, customers, suppliers, processes,
methods and techniques; equipment; data; reports; know-how; existing and
proposed contracts with third parties; and business plans, including information
concerning the existence and scope of activities of any research, development,
marketing or other projects of the Company, and including confidential financial
information and information concerning the business affairs of the Company which
are furnished, disclosed, learned or otherwise acquired by the Consultant during
or in the course of discussions or otherwise pursuant to this Agreement.
Proprietary Information of a Company shall also include information embodying or
developed by use or testing of Proprietary Information of the Company.
(c) The non-disclosure obligations of the Consultant shall not apply to any
Proprietary Information to the extent that such Proprietary Information: (i) is
known to the public at the time of disclosure or becomes known through no
wrongful act on the part of the Consultant or any of her representatives; (ii)
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becomes known to the Consultant through disclosure by sources other than the
Company having the legal right to disclose such Proprietary Information; (iii)
has been independently developed by the Consultant without reference to or use
of the Proprietary Information; or (iv) is required to be disclosed by the
Consultant to comply with a court order or similar legal process, provided that
the Consultant provides prior written notice of such disclosure to the Company
and at no cost or expense to the Consultant takes reasonable and lawful actions
to avoid and/or minimize the extent of such disclosure.
(d) The Consultant agrees that the Company is and shall remain the
exclusive owner of the Proprietary Information and all patent, copyright, trade
secret, trademark and other intellectual property rights therein. No license or
conveyance of any such rights to the Consultant is granted or implied under this
Agreement. Consultant shall maintain all copyright, confidentiality and other
proprietary markings on the Proprietary Information of the Company.
(e) The Consultant shall, upon the request of the Company, return to the
Company all media, documents and other manifestations of Proprietary Information
received or developed by the Consultant pursuant to this Agreement and all
copies and reproductions thereof, including, without limitation, all back-up
copies in electronic formats.
1.6 Company Approval Required. The Consultant agrees that all
communications, releases, interviews, and materials intended to be disseminated
for the purposes of investor relations must be approved by the Company in
advance.
ARTICLE II
COMPENSATION
2.1 Compensation. As compensation for the Services, the Company hereby
agrees to pay to the Consultant a fee (the "Monthly Fee") of $1,500 CDN, payable
on the 15th day of each month of the term of this Agreement. As further
compensation, the Company agrees to pay the Consultant, within ten (10) days of
the Company receiving, collectively since January 1, 2010, private placement
funds equal to US$500,000.00, an amount of $15,000 CDN. As further compensation,
the Company agrees to deliver to the Consultant, within thirty (30) days of the
Effective Date, an option to acquire 1,000,000 shares of its common stock at
US$1.00 per share (the "Options"). The Options are non-transferable, shall vest
immediately and shall expiry five (5) years from the date of issuance.
2.2 Other Businesses. The Company acknowledges and agrees that during the
Term, the Consultant will continue to be involved with, engaged in, render
services for, and permit his name and the names of his affiliates to be used in
connection with, both existing and new businesses other than the Company. The
assumption by Consultant of his duties hereunder shall be without prejudice to
his rights (or the rights of his sffiliates) to maintain such other interests
and activities and to receive and enjoy profits or compensation there from.
ARTICLE III
EXPENSES
3.1 Expenses. The Consultant shall be responsible for all of his expenses
related to operation of its office, employees, and telephone(s). The Company
will pay on behalf of the Consultant (or reimburse the Consultant for) the
reasonable expenses related to travel incurred by the Consultant in the
performance of the Services as well as any pre-approved expenses.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 By the Consultant. The Consultant represents and warrants to the
Company that the execution and delivery of this Agreement by the Consultant does
not, and the performance by the Consultant of the Consultant's obligations
hereunder will not, with or without the giving of notice or the passage of time,
or both: (a) violate any judgment, writ, injunction, or order of any court,
arbitrator, or governmental agency applicable to the Consultant; or (b) conflict
with, result in the breach of any provisions of or the termination of, or
constitute a default under, any agreement to which the Consultant is a party or
by which the Consultant is or may be bound.
4.2 By the Company. The Company hereby represents and warrants to the
Consultant that the following statements in this section 4.2 are correct and
complete as of the Effective Date:
(a) The Company is duly organized, validly existing and in good standing
under the laws of the State of Nevada, and has all requisite power and authority
to own, lease and operate its properties and assets and to carry on its business
as it is presently being conducted. The entry into this Agreement, the
performance of its obligations hereunder are not in violation of, in conflict
with, or in default under any of the certificate of incorporation, bylaws or
comparable charter documents of the Company, and there exists no condition or
event which, after notice or lapse of time or both, would result in any such
violation, conflict or default.
(b) The Company has all requisite power to execute and deliver this
Agreement and to perform its obligations hereunder and, subject to the
conditions set forth herein, to consummate the transactions contemplated hereby.
The execution, delivery and performance of this Agreement has been duly
authorized by all requisite corporate action on behalf of the Company.
(c) The execution, delivery and performance by the Company of its
obligations under this Agreement and the consummation of the transactions
contemplated hereby, do not and will not: (i) violate, conflict with, constitute
or result in (in each case, with or without notice, lapse or time or both) a
material default or a material breach under, or result in the acceleration,
termination or cancellation of (or entitle any person or give any person the
right to accelerate, terminate or cancel) any material obligation under, or
result in the loss of a material benefit under, or require any material consent,
approval or authorization under, any contract to which the Company is a party;
(ii) contravene or violate in any law, statute, rule or regulation applicable to
the Company or any of its assets or properties, or any governmental order to
which the Company is a party or by which the Company or any of its assets or
properties is bound; (iii) result in the creation or imposition of any
encumbrance on any of the material assets or material properties of the Company;
(iv) constitute an event which, after notice or lapse of time or both, would
result in any conflict, breach, violation, default, requirement, loss, creation
or imposition of any encumbrance, termination or impairment or similar event
described in clauses (i)-(iii) above.
ARTICLE V
GENERAL PROVISIONS
5.1 Injunctive Relief and Additional Remedies. The parties hereto
acknowledge that the injury that would be suffered by the non-breaching party as
a result of a breach of the provisions of this Agreement would be irreparable
and that an award of monetary damages to the non-breaching party for such a
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breach would be an inadequate remedy. Consequently, the non-breaching party will
have the right, in addition to any other rights such party may have, to obtain
injunctive relief to restrain any breach or threatened breach or otherwise to
specifically enforce any provision of this Agreement, and the non-breaching
party will not be obligated to post bond or other security in seeking such
relief.
5.2 Waiver. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by either
party in exercising any right, power, or privilege under this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law,
(a) no claim or right arising out of this Agreement can be discharged by one
party, in whole or in part, by a waiver or renunciation of the claim or right
unless in writing signed by the other party; (b) no waiver that may be given by
a party will be applicable except in the specific instance for which it is
given; and (c) no notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party giving such notice
or demand to take further action without notice or demand as provided in this
Agreement.
5.3 Binding Effect, Delegation of Duties Prohibited. This Agreement shall
inure to the benefit of, and shall be binding upon, the parties hereto and their
respective successors, permitted assigns, heirs, and legal representatives,
including any entity with which the Company may merge or consolidate or to which
all or substantially all of their respective assets may be transferred. The
rights and obligations of the Consultant under this Agreement, being personal,
may not be assigned or delegated without the prior written consent of the
Company. The rights and obligations of the Company under this Agreement may not
be assigned without the prior written consent of the Consultant.
Notices. All notices, consents, waivers, and other communications under
this Agreement must be in writing and will be deemed to have been duly given
when (a) delivered by hand (with written confirmation of receipt), (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):
If to Consultant: Xxxxx Xxxxxxx
0000 Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx X0X 0X0
If to Company: c/o Xxxxxxx X. Xxxxxxxxx
Xxxxxxxxx Xxxxxx, 0000 - 000 Xxxxxx Xxxxxx
Xxxxxxxxx X.X. X0X 0X0
5.4 Jurisdiction. This Agreement is governed by the laws of The State of
Nevada and the federal laws of the United States applicable therein.
5.5 Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
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5.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
effective as of the date above first written above.
AMERICAN PARAMOUNT GOLD CORP.
/s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Position: President
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
