Exhibit 10.6 Agreement between Integrated Minerals Technology and Exponent, Inc.
CONSULTANT AGREEMENT
NO. 8602207.001
EXPONENT
Exponent Environmental Group, Inc., a corporation incorporated in the State
of Washington (hereinafter "Exponent"), agrees to conduct for the undersigned,
Integrated Technologies Limited, (hereinafter "Client") a technical
investigation in accordance with the Statement of Work incorporated herein and
attached hereto as Attachment A (hereinafter "the Work").
The Client's correct name and address are as follows:
Name: Integrated Mineral Technologies Limited
Address: 0000 Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxx 0000
XXX Xxxxxxxxx
Contact: Xxxxx Xxxxxxx
Pbone: 00-0000 0000
In view of the nature of the Work, acceptance of this agreement does not
preclude Exponent from undertaking work of this general nature for others.
Furthermore, Client agrees that it obtains no proprietary rights to any
invention or discovery made or conceived under this agreement, except as
specifically granted by Exponent.
ARTICLE 1. PERIOD OF PERFORMANCE
The date this Agreement terminates is December 30, 2002 unless extended in
writing by mutual agreement of Exponent and Client.
ARTICLE 2. PAYMENT
Client will compensate Exponent at rates in ATTACHMENT B for work
performed.
Total compensation shall not exceed $52,429 for Tasks 1 & 2 without prior
approval of Client. Client shall pay Exponent $35,000 (US) prior to the start of
work, an additional $12,429 when Exponent has expended three quarters (3/4%) of
the first payment, and the balance of $5,000 (US) due prior to submission to
EPA. Total Compensation for Task 3 shall not exceed $18,274 without the prior
approval of Client. Client shall pay all of Task 3, $18,274 (US) prior to
commencement of work. ALL FUNDS SHALL BE IN U.S. DOLLARS.
Invoices will be submitted monthly by Exponent and wil1 be due and payable
upon receipt. Payments 30 days or more past due will be assessed a 1.5 percent
per month finance charge.
ARTICLE 3. APPLICABLE LAW
This agreement is governed by, and to be construed in accordance with, the
laws of the State of Washington.
ARTICLE 4. TERMINATION
This agreement shall be subject to termination by either party at any time
with ten (10) days notice. In the event of termination, Exponent shall stop work
as quickly as possible and present to the Client a detailed accounting of costs
to the date of termination, including reasonable and necessary expenses incurred
in terminating the project in an appropriate manner. In the course of such
termination, Exponent shall make every effort to submit to Client all data and
information relevant to the work accumulated to the date of termination. In no
event shall the costs of termination exceed the balance unpaid on the Agreement.
Any pre-paid monies remaining unspent if/when contract is terminated shal1
be refunded to the Client within 30 days following termination date.
ARTICLE 5. SAMPLES
All samples taken during the Work will be the property of the Client.
Exponent maintains no responsibility or liability for disposal of samples.
ARTICLE 6. RESPONSIBILITY
In view of the nature of the Work hereunder, Exponent's responsibility
shall be limited to applying its best efforts to use the degree of care and
skill ordinarily exercised under similar circumstances by reputable members of
the same profession practicing in the same or similar locality. Exponent shall
comply with all applicable federal, state and local laws, ordinances, codes and
regulations in performing the Work. Accordingly. it is agreed that EXPONENT
PROVIDES NO OTHER WARRANTY OR GUARANTEE WHATSOEVER, including warranties of
fitness for purpose or of merchantability for any item, result, or information
which may be delivered under this agreement.
ARTICLE 7. INDEMNIFICATION
Exponent hereby agrees to indemnify Client against all costs and legal
liabilities arising out of the performance of this Agreement that are the result
of its negligence or recklessness, or the negligence of recklessness of its
subcontractors. Nothing herein shall be construed as making Exponent liable for
any claims or liabilities caused by the negligence of Client.
It is understood that any utilization of information, including
specifications or technical data, developed by Exponent under this Agreement
will be the sole responsibility of the Client, and the Client will indemnify
Exponent and will assume any and all liability for any loss or claim of loss by
Client or third party arising out of or resulting from the use of such
information.
ARTICLE 8. INSURANCE
Exponent maintains the following minimum insurance coverage:
1) Xxxxxxx'x Compensation as required by law
2) Comprehensive General Liability - $1,000,000
3) Automobile Liability - $1,000,000 CSL.
ARTICLE 9. CONFLICT OF INTEREST
Exponent agrees that staff members working directly under this Agreement
will disclose promptly to Client any conflict of interest (business, financial,
or other relationship) that might affect or appear to interfere with objective
performance of the Work.
ARTICLE 10. REPORTS
All reports and data produced in the performance of the Work shall become
the property of the Client for use as intended by this Agreement only and is not
to be used for any other purpose without the prior written approval of Exponent.
Exponent may retain copies of reports and data but agrees, prior to release of
results by Client, that Exponent will not publish or make known to others the
results of the Work without the prior approval from Client, except as required
by law.
ARTICLE 11. MODIFICATION AND INTEGRATION
No modification to this agreement shall be valid unless written and signed
by an authorized representative of Exponent and Client. This agreement contains
the entire understanding between the parties and there are no Understandings or
representations not set forth or incorporated by reference herein.
The parties hereby accept the terms and conditions above.
INTEGRATED MINERAL TECHNOLOGIES LIMITED EXPONENT ENVIRONMENTAL GROUP, INC.
By /s/Xxxxx Xxxxxxx By /s/Xxxxxx X. Xxxxxxx, Ph.D.
Typed Name Xxxxx Xxxxxxx Typed Name Xxxxxx X. Xxxxxxx, Ph.D.
Title Director & C.F.O. Title Principal
Date 26 June 2002 Date 8 July 2002
