MINE CLEARING CORP. MANAGEMENT AGREEMENT
THIS
MANAGEMENT AGREEMENT dated for reference September 9, 2008 is between
Mine Clearing Corp, a
Nevada corporation (“MCC”) with an office at Suite
640 – 000 0xx Xxxxxx,
Xxxxxxx, Xxxxxxx X0X 0X0, and Xx. Xxxxxx Xxxxxxxxxx Xxxxxxx (PhD)
of 23 Misr Helwan Africulture Road, El Gazair Towers, 17th Floor,
Maddi, Cairo, Egypt..
WHEREAS
Xx. Xxxxxx Xxxxxxx has recognized experience and contacts of benefit to MCC,
AND WHEREAS Xx.
Xxxxxx Xxxxxxx agreed to be engaged to provide services as Executive Director – International Business
Development to MCC, FOR
VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, and the following mutual promises, the parties agree
that:
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1.
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Services. Xx.
Xxxxxx Xxxxxxx brings his international affairs and business
development expertise to MCC in connection with its desired business and
Xx. Xxxxxx Xxxxxxx agrees to provide such services for the term of this
agreement.
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2.
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Compensation. MCC
will pay Xx. Xxxxxx Xxxxxxx US$2,500 dollars per month for the term of
this agreement. Salary reviews will be conducted bi-annually or on an as
needed basis. Should MCC adopt a stock option plan Xx. Xxxxxx
Xxxxxxx will be ensured enrolment in such plan commensurate with his
position and service to MCC.
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3.
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Expenses. MCC will
reimburse Xx. Xxxxxx Xxxxxxx for any reasonable out-of-pocket expenses
that he incurs in fulfilling the terms of this agreement, including
reimbursement for office expenses (rent, cell phone, internet
charges).
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4.
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Term. The term of
this agreement will be 24 months and this agreement will be deemed
effective on September 9, 2008 and will expire on September 8,
2010.
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5.
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Severance. Should
MCC sever Xx. Xxxxxx Xxxxxxx from his executive positions without cause,
Xx. Xxxxxx Xxxxxxx will be entitled to 3 months’ severance and any
expenses owed at the time of
severance.
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6.
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Confidentiality.
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a.
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Xx.
Xxxxxx Xxxxxxx will hold in the strictest confidence any information about
MCC or any other affiliated entity that he acquires in the performance of
his duties under this agreement or otherwise, unless MCC or an affiliate
has publicly disclosed the information or authorized Xx. Xxxxxx Xxxxxxx to
disclose it in writing, and will use his best efforts and precautions to
prevent the unauthorized disclosure of confidential information.
This confidentiality provision survives the termination of this
agreement and Xx. Xxxxxx Xxxxxxx’x position as Executive Director –
International Business Development. Xx. Xxxxxx Xxxxxxx
acknowledges the importance and value of confidential information, that
the unauthorized disclosure of any confidential information could cause
irreparable harm to MCC or its affiliates, and that monetary damages are
an inadequate compensation for Xx. Xxxxxx Xxxxxxx’x breach of this
agreement.
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b.
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Accordingly,
MCC and its affiliates may, in addition to and not in limitation of any
other rights, remedies or damages available to it in law or equity, obtain
a temporary restraining order, a preliminary injunction or a permanent
injunction in order to prevent Xx. Xxxxxx Xxxxxxx from breaching or
threatening to breach this
agreement.
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7.
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Representations and
warranties. Xx. Xxxxxx Xxxxxxx represents and warrants that
he has the management skills and experience required to fulfil the duties
of Executive Director – International Business Development of
MCC and to advise MCC on its business activities.
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8.
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Termination.
Either party may terminate this agreement any time for any reason by
delivering a written notice of termination to the other party 60 days
before the termination date. MCC will only be liable to pay
Xx. Xxxxxx Xxxxxxx for the 60 days unless terminated without
cause.
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9.
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No waiver. No
failure or delay of MCC in exercising any right under this agreement
operates as a waiver of the right. MCC’s rights under this agreement
are cumulative and do not preclude MCC from relying on or enforcing any
other legal or equitable right or
remedy.
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10.
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Time. Time is of
the essence.
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11.
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Jurisdiction. This
agreement is governed by the laws of the State of
Nevada.
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12.
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Severability. If
any part of this agreement that is held to be void or otherwise
unenforceable by a court or proper legal authority, then that part is
deemed to be amended or deleted from this agreement, and the remainder of
this agreement is valid or otherwise
enforceable.
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13.
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Notice. Any notice
required by or in connection with this agreement be in writing and must be
delivered to the parties by hand or transmitted by fax to the address and
fax number given for the parties in the recitals. Notice is deemed
to have been delivered when it is delivered by hand or transmitted by
fax.
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14.
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Counterparts. This
agreement may be signed in counterparts and delivered to the parties by
fax, and the counterparts together are deemed to be one original
document.
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THE
PARTIES’ SIGNATURES below are evidence of their agreement.
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/s/
Authorized Signatory
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/s/
Xx. Xxxxxx Xxxxxxx
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Authorized
Signatory
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Xx.
Xxxxxx Xxxxxxxxxx Mohamed
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