CONSULTANT AGREEMENT
This Consultant Agreement (the "Agreement") is made and entered into effective
as of the 15th day of April, 2002 (the "Effective Date"), between SILVERADO GOLD
MINES LTD., a British Columbia company, (the "Company") and D. XXXXX XXXXXXXXX,
of 76005 - 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0 (the "Consultant").
WHEREAS:
A. The Company is engaged in the business of the exploration and development
of mineral resource properties and the development of an industrial fuel
alternative to oil.
B. The Company desires to retain the Consultant to provide consultant
services to the Company on the terms and subject to the conditions of this
Agreement.
C. The Consultant has agreed to provide consultant services to the Company
on the terms and subject to the conditions of this Agreement.
THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual
covenants contained in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:
1. DEFINITIONS
1.1 The following terms used in this Agreement shall have the meaning
specified below unless the context clearly indicates the contrary:
(a) "Consultant Shares" shall mean the shares of the Company's common
stock issuable to the Consultant pursuant to Section 5.1;
(b) "Board" shall mean the Board of Directors of the Company;
(c) "Term" shall mean the term of this Agreement beginning on the
Effective Date and ending on the close of business on the
effective date of the termination of this Agreement.
2. ENGAGEMENT AS A CONSULTANT
2.1 The Company hereby engages the Consultant as a consultant to provide the
services of the Consultant in accordance with the terms and conditions of this
Agreement and the Consultant hereby accepts such engagement.
3. TERM OF THIS AGREEMENT
3.1 The term of this Agreement shall become effective and begin as of the
Effective Date, and shall continue until the close of business on July 31, 2003,
unless this Agreement is earlier terminated in accordance with the terms of this
Agreement.
Certified a True Copy
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, Secretary
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4. CONSULTANT SERVICES
4.1 The Consultant agrees to perform the following services and undertake
the following responsibilities and duties to the Company to be provided by the
Consultant to the Company as consulting services (the "Consulting Services"):
(a) Web Site Development
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- The Consultant will develop the Company's web sites (the "Web
Sites") and co-ordinate the integration of e-commerce features
into the Web Sites, including the implementation of the Web Sites
to enable on-line sales of the Company's gold products, to be
substantially completed by August 31, 2002.
- The Consultant will update and maintain the Company's web sites
with a view to ensuring the performance of the Company's web
sites for the balance of the term of this Agreement.
- The Consultant will be available to attend Board and Management
meetings whenever necessary.
- The Consultant will consult with the Company regarding web site
and e-commerce opportunities and strategies on an ongoing basis.
(b) reporting to the President of Company;
(c) performing such other duties and observing such instructions as
may be reasonably assigned from time to time by the President of
the Company, provided such duties are within the scope of the
Company's business and services to be provided by the Consultant.
4.2 The Consultant shall devote his full time, attention and energies to the
business affairs of the Company as may be reasonably necessary for the provision
of the Consulting Services, provided, however, the Consultant may engage in
reasonable investment and other personal activities that do not interfere with
the Consultant's obligations hereunder.
4.3 In providing the Consulting Services, the Consultant will:
(a) comply with all applicable federal, state, local and foreign
statutes, laws and regulations;
(b) not make any misrepresentation or omit to state any material fact
that will result in a misrepresentation regarding the business of
the Company; and
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(c) not disclose, release or publish any information regarding the
Company without the prior written consent of the Company.
4.4 The Consultant will at all times be an independent contractor and the
Consultant will not be deemed to be an employee of the Company.
4.5 The Consulting Services provided under this Agreement shall not include:
(a) services in connection with the offer or sale of securities in a
capital-raising transaction;
(b) services that directly or indirectly promote or maintain a market
for the securities of the Corporation including without
limitation the dissemination of information that reasonably may
be expected to sustain or raise or otherwise influence the price
of the securities;
(c) services providing investor relations or shareholder
communications;
(d) consultation in connection with financing that involves any
issuance of the Company's securities, whether equity or debt.
4.6 The Consulting Services will be in addition to those provided by the
Consultant pursuant to the consulting agreement between the Consultant and the
Company dated September 15, 2001.
5. CONSULTANT FEE
5.1 During the term of this Agreement and in consideration for the provision
of the Consulting Services, the Company will issue to the Consultant 358,333
common shares of the Company on August 31, 2002, subject to substantial
completion of the development of the Web Sites by August 31, 2002, and 58,333
common shares of the Company on the last day of each month of the term of this
Agreement thereafter, commencing on September 30, 2002, for an aggregate maximum
of 1,000,000 shares if the Consulting Services are provided for the full term of
this Agreement.
The Consultant Shares will be issued pursuant to exemptions from the
registration requirements of the Securities Act of 1933 (the "Act") or pursuant
to an effective registration statement. If issued pursuant to an exemption from
registration, all certificates representing the Consultant Shares will be
endorsed with a legend confirming that the securities have not been registered
and may only be resold pursuant to an effective registration statement under the
Act or pursuant to a further exemption from registration, in the form required
by the Company's legal counsel.
6. REIMBURSEMENT OF EXPENSES
6.1 The Company will pay to the Consultant the reasonable travel and
promotional expenses and other specific expenses incurred by the Consultant in
provision of the
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Consulting Services, provided the Consultant has obtained the
prior written approval of the Company.
7. TERMINATION
7.1 The Company may terminate this Agreement at any time upon the occurrence
of any of the following events of default (each an "Event of Default"):
(a) the Consultant's commission of an act of fraud, theft or
embezzlement or other similar willful misconduct;
(b) the neglect or breach by the Consultant of his material
obligations or agreements under this Agreement; or
(c) the Consultant's refusal to follow lawful directives of the
President of the Company,
provided that notice of the Event of Default has been delivered to the
Consultant and provided the Consultant has failed to remedy the default within
seven days of the date of delivery of notice of the Event of Default, if the
default is of such a nature that it is capable of remedy.
7.2 The Company may at its option terminate this Agreement in the absence of
an Event of Default by delivering notice of termination to the Consultant.
7.3 The Consultant may terminate this Agreement at any time, provided that
thirty days prior written notice of termination has been delivered to the
Company.
7.4 On termination of this Agreement for any reason, all rights and
obligations of each party that are expressly stated to survive termination or
continue after termination will survive termination and continue in full force
and effect as contemplated in this Agreement.
7.5 Upon termination, the Consultant will not be entitled to receive any
additional Consultant Shares, other than those Consultant Shares issuable in
respect of services provided up to the date of termination.
8. PROPRIETARY AND CONFIDENTIAL INFORMATION
8.1 The Consultant agrees that all property, including intellectual
property, associated with the Web Sites is the property of the Company,
including all copyright, trade-names and trademarks, trade secrets and know-how
and other intellectual property. The Consultant assigns and transfers to the
Company any interest that the Consultant has or may have in the Web Sites. All
development work on the Web Sites completed on behalf of the Company under this
Agreement will be the property of the Company. The Consultant agrees to execute
all assignment and other documents of
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transfer as required to vest all right, title and interest in and to the Web
Sites in the name of the Company.
8.2 The Consultant will not at any time, whether during or after the
termination of this Agreement for any reason, reveal to any person or entity any
of the trade secrets or confidential information concerning the organization,
business or finances of the Company or of any third party which the Company is
under an obligation to keep confidential, except as may be required in the
ordinary course of performing the Consultant Services to the Company, and the
Consultant shall keep secret such trade secrets and confidential information and
shall not use or attempt to use any such secrets or information in any manner
which is designed to injure or cause loss to the Company. Trade secrets or
confidential information shall include, but not be limited to, the Company's
financial statements and projections, expansion proposals, business plans and
details of its business relationships with banks, lenders and other parties not
otherwise publicly available.
9. RELIEF
9.1 The Consultant hereby expressly acknowledges that any breach or
threatened breach by the Consultant of any of the terms set forth in Section 8
of this Agreement may result in significant and continuing injury to the
Company, the monetary value of which would be impossible to establish, and any
such breach or threatened breach will provide the Company with any and all
rights and remedies to which it may be entitled under the law, including but not
limited to injunctive relief or other equitable remedies.
10. INDEMNIFICATION
10.1 The Consultant will indemnify and defend and hold the Company harmless
against any claims, actions, suits, proceedings, investigations, losses,
expenses, demands, obligations, liabilities, judgments, fines, fees, costs and
expenses (including costs and reasonable attorney fees) and any amounts paid in
settlements in any of the foregoing which arise or result from or are related to
any breach or failure of the Consultant to perform any of its covenants and
agreements set forth in this Agreement. The indemnification provisions of this
paragraph shall survive the termination and expiration of this Agreement.
11. PARTIES BENEFITED; ASSIGNMENTS
11.1 This Agreement shall be binding upon, and inure to the benefit of, the
Consultant, his heirs and his personal representative or representatives, and
upon the Company and its successors and assigns. Neither this Agreement nor any
rights or obligations hereunder may be assigned by the Consultant.
12. NOTICES
12.1 Any notice required or permitted by this Agreement shall be in writing,
sent by registered or certified mail, return receipt requested, or by overnight
courier, addressed
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to the Board and the Company at its then principal office, or to the Consultant
at the address set forth in the preamble, as the case may be, or to such other
address or addresses as any party hereto may from time to time specify in
writing for the purpose in a notice given to the other parties in compliance
with this Section 12. Notices shall be deemed given when delivered.
13. GOVERNING LAW
13.1 This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia and each party hereto adjourns to
the jurisdiction of the courts of the Province of British Columbia.
14. REPRESENTATIONS AND WARRANTIES
14.1 The Consultant represents and warrants to the Company that (a) the
Consultant is under no contractual or other restriction which is inconsistent
with the execution of this Agreement, the performance of his duties hereunder or
other rights of Company hereunder, and (b) the Consultant is under no physical
or mental disability that would hinder the performance of his duties under this
Agreement.
15. MISCELLANEOUS
15.1 This Agreement contains the entire agreement of the parties relating to
the subject matter hereof.
15.2 This Agreement supersedes any prior written or oral agreements or
understandings between the parties relating to the subject matter hereof.
15.3 No modification or amendment of this Agreement shall be valid unless in
writing and signed by or on behalf of the parties hereto.
15.4 A waiver of the breach of any term or condition of this Agreement shall
not be deemed to constitute a waiver of any subsequent breach of the same or any
other term or condition.
15.5 This Agreement is intended to be performed in accordance with, and only
to the extent permitted by, all applicable laws, ordinances, rules and
regulations. If any provision of this Agreement, or the application thereof to
any person or circumstance, shall, for any reason and to any extent, be held
invalid or unenforceable, such invalidity and unenforceability shall not affect
the remaining provisions hereof and the application of such provisions to other
persons or circumstances, all of which shall be enforced to the greatest extent
permitted by law.
15.6 The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
any provision hereof.
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15.7 The Consultant may assign the benefit of this Agreement to a private
corporation controlled by the Consultant, provided that such assignment will not
relieve the Consultant from his obligations to the Company arising under this
Agreement.
15.8 This Agreement replaces and supercedes all other consultant and
employment agreements between the Company and the Consultant and any amendments
hereto.
15.9 The Consultant acknowledges and agrees that Cane O'Xxxxx Xxxxxx has
acted solely as legal counsel for the Company and that the Consultant has been
recommended to obtain independent legal advice prior to execution of this
Agreement.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement
as of the date first written above.
SILVERADO GOLD MINES LTD.
by its authorized signatory:
/s/ XXXXX X. XXXXXXX
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Signature of Authorized Signatory
XXXXX X. XXXXXXX
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Name of Authorized Signatory
PRESIDENT
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Position of Authorized Signatory
SIGNED, SEALED AND DELIVERED
BY D. XXXXX XXXXXXXXX
in the presence of:
/s/ Xxxx Xxxxxx
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Signature of Witness
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Address of Witness D. XXXXX XXXXXXXXX
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