INVESTOR RELATIONS AGREEMENT
THIS
INVESTOR RELATIONS AGREEMENT is made effective as of the 15TH day
of June, 2008.
BETWEEN:
XXXXX MINING INC., with an
address
at 0000-X
Xxx Xxxxxxx, Xxxxxxxx, XX, X0X 0X0
(the
Company)
AND:
FOCUS RELATIONS INC., with an
address at Xxxxx 00, 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxxx
X0X0X0
(the
Contractor)
WHEREAS:
A. The
Company is engaged in, among other things, the business of the acquisition and
exploration of mining properties;
B. The
Company is a reporting issuer in the USA and its common shares are listed for
trading on the OTCBB;
C. The
Company desires to retain the Contractor to assist with the corporate and
investor relations of the Company and the Contractor has agreed to assist with
the corporate relations of the Company pursuant to the terms of this
Agreement.
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
and promises set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by each, the parties
hereto agree as follows:
ARTICLE
1
APPOINTMENT
AND AUTHORITY OF CONTRACTOR
1.1
Appointment of
Contractor
The
Company hereby appoints the Contractor to perform certain services for the
benefit of the Company as hereinafter set forth, and the Company hereby
authorizes the Contractor to exercise such powers as provided under this
Agreement. The Contractor accepts such appointment on the terms and conditions
herein set forth
1.2
Authority of
Contractor
The
Contractor shall have no right or authority, express or implied, to commit or
otherwise obligate the Company in any manner whatsoever except to the extent
specifically provided herein or specifically authorized in writing by the
Company.
1.3
Independent
Contractor
In
performing its services hereunder, the Contractor shall be an independent
contractor and not an employee or agent of the Company, except that the
Contractor shall be the agent of the Company solely in circumstances where the
Contractor must be the agent to carry out its obligations as set forth in this
Agreement. Nothing in this Agreement shall be deemed to require the Contractor
to provide its services exclusively to the Company and the Contractor hereby
acknowledges that the Company is not required and shall not be required to make
any remittances and payments required of employers by statute on the
Contractor's behalf and the Contractor or any of its agents or employees shall
not be entitled to the fringe benefits provided by the Company to its
employees.
1.4
Contractors
Warranties
The
Contractor represents and warrants that it will provide, as required and at its
own expense, competent management personnel and that its agents or employees
have the qualifications, experience and capabilities necessary to carry out the
services to be performed hereunder, and that the services will be performed to
the standard of care, skill and diligence of experienced workers in that same
field.
ARTICLE
2
CONTRACTOR'S
AGREEMENTS
2.1
General
The
Contractor, at the expense of and on behalf of the Company, shall:
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(a)
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assist
with the corporate and investor relations of the Company pursuant to the
terms and conditions of this Agreement;
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(b)
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implement
or cause to be implemented decisions of the Company in accordance with and
as limited by this Agreement;
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(c)
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at
all times be subject to the direction of the Company and shall keep the
Company informed as to all matters concerning the Contractor's activities;
and
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(d)
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meet
the performance standards that may be reasonably prescribed by the Company
from time to time. The Company acknowledges that, since the Contractor is
an independent contractor and not an employee of the Company, the
Contractor shall have direction and control, of the manner, methods,
techniques and procedures used by its agents or employees to perform the
services described herein.
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2
2.2 Contractor's
Activities
In
carrying out its obligations under this Agreement with respect to the
promotional activities of the Company, the Contractor shall:
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(a)
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introduce
to the Company brokerage firms; the money managers and research
departments of certain funds and institutions; analysts; special situation
people or special situation investing groups; and other persons or
entities who may have a direct interest in the Company’s stock
(collectively, the Investing Groups). Further, the Contractor shall
initiate and maintain communication with the Investing Groups through a
series of meetings in selected cities, by written correspondence, personal
visits, individual telephone conversations and
teleconferencing;
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(b)
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create,
carry out and provide a publicity program to the Company using any or all
of the following means: (i) financial newspapers, magazines and
periodicals; (ii) news, feature and financial sections of the national
news magazines; (iii) wire services and feature syndicates; (iv)
financial, news and feature sections of daily newspapers; (v) financial
television and radio programs (vi) trade periodicals that circulate
throughout the Company’s industry; (vii) press releases; and (viii) press
presentations and special press interviews (collectively, the Corporate
Communications Program);
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(c)
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the
Corporate Communications Program provided to the Company shall consist of
information, provided by the Company to the Contractor. Further, the
Corporate Communications Program will relate to the Company’s general
corporate activity; personnel and executives including management and
management philosophy; corporate history and future goals; potential sales
and earnings; expansion programs; ore findings and reports; and other
salient subjects that will enhance the Company’s corporate
image;
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(d)
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in
addition to the services provided herein, the Contractor may provide to
the Company certain corporate finance advisory services. Through the firms
relationship with the investment banking community, the Contractor is able
to introduce the Company to potential sources of financing, such as,
investment bankers, brokerage firms, venture capital groups, and
individuals or special group investors. If the Contractor provides such
services to the Company and monies are raised for the Company, then the
Company agrees to pay to the Contractor a finder’s fee. The amount of such
finder’s fee shall be based on a mutually agreed upon percentage of such
monies raised;
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provided
that it is acknowledged that the Company may engage other entities to assist
with the corporate and investor relations of the Company and in this regard the
Contractor will take such steps as shall be necessary to co-ordinate its
activities with such other entities to ensure there is no duplication of
services.
2.3
Fiduciary
Obligations
Without
limiting the generality of the foregoing, the Contractor will not during the
term of this Agreement act in any manner contrary to the terms of this
Agreement, or the best interests of the Company.
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2.4 Dissemination of
Information
The
Contractor will not disseminate or spread any false or misleading information
regarding the Company to any person. The Contractor will disseminate any news
and information which is
specifically authorized in writing by the Company. No act or omission by the
Company will act to waive the requirements of this Section 2.4.
ARTICLE
3
COMPANY'S
AGREEMENTS
3.1
Compensation of
Contractor
As
compensation for the services rendered by the Contractor pursuant to this
Agreement, the Company shall pay to the Contractor a total of 300,000 common
shares of Xxxxx Mining Inc. (IVNM), 180,000 common shares shall be paid at
signing of this agreement, and 10,000 common shares shall be issued
in advance, on or before the first day of each month or if a
Saturday, Sunday or holiday the next following business day, for the term of
this agreement.
3.2
Access to Company
Information
The
Company will make available to the Contractor such information and data and will
permit the Contractor, its agents and employees, to have access to such
documents or premises as are reasonably necessary to enable it to perform the
services provided for under this Agreement.
3.3 Indemnity by
Company
The
Company hereby agrees to indemnify, defend and hold harmless the Contractor,
from and against any and all claims, demands, losses, actions, lawsuits and
other proceedings, judgments and awards, and costs and expenses (including
reasonable legal fees), arising directly or indirectly, in whole or in part, out
of any matter related to any action taken by the Contractor within the scope of
its duties or authority hereunder, excluding only such of the foregoing as arise
from the fraudulent, gross negligence, reckless or wilful act or omission of the
Contractor, its officers, directors, agents or employees or as arise in respect
of the Contractor's office overhead or the Contractor's general
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administrative
expenses, and the provisions of this Section 3.3 shall survive termination of
this Agreement.
ARTICLE
4
DURATION,
TERMINATION AND DEFAULT
4.1
SEC Approval and
Effective Date
This
Agreement is conditional and subject to the approval of the SEC rules and
limitations, and if approved, this Agreement shall become effective as of the
15th day of June, 2008, and shall remain in force for a term of 12 months,
subject to termination as provided herein. The Contractor will assist the
Company with providing such information as the SEC may require in considering
this Agreement.
4.2
Termination
This
Agreement may be terminated by either party on December 31, 2008 (or the next
business day) by giving the other party written notice of such termination, and
such termination shall be effective immediately.
4.3
Duties Upon
Termination
Upon
termination of this Agreement for any reason, the Contractor shall, upon receipt
of all sums due and owing, promptly deliver the following in accordance with the
directions of the Company:
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(a)
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a
final accounting, reflecting the balance of expenses incurred on behalf of
the Company as of the date of termination; and
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(b)
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all
documents pertaining to the Company or this Agreement, including but not
limited to, all books of account, correspondence and contracts, provided
that the Contractor shall be entitled thereafter to inspect, examine and
copy all of the documents which it delivers in accordance with this
provision at all reasonable times upon three (3) days' notice to the
Company.
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4.4 Compensation of Contractor
on Termination
Upon
termination of this Agreement, the Contractor shall be entitled to receive as
its full and sole compensation in discharge of obligations of the Company to the
Contractor under this Agreement (except as otherwise provided in Section 3.4),
all sums due and payable under this Agreement to the date of termination and the
Contractor shall have no right to receive any further payments; provided,
however, that the Company shall have the right to offset against any payment
owing to the Contractor under this Agreement any damages, liabilities, costs or
expenses suffered by the Company by reason of the fraud, negligence or wilful
act of the Contractor, to the extent such right has not been waived by the
Company.
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ARTICLE
5
CONFIDENTIALITY
5.1 Ownership of Work
Product
All
reports, documents, concepts, products and processes together with any marketing
schemes, business or sales contracts, or any business opportunities prepared,
produced, developed, or acquired, by or at the direction of the Contractor,
directly or indirectly, in connection with or otherwise developed or first
reduced to practice by the Contractor performing the services (collectively, the
"Work Product") shall belong exclusively to the Company which shall be entitled
to all right, interest, profits or benefits in respect thereof. No copies,
summaries or other reproductions of any Work Product shall be made by the
Contractor or any of its agents or employees without the express permission of
the Company, provided that the Contractor is hereby given permission to maintain
one copy of the Work Product for its own use.
5.2 Confidentiality
The
Contractor shall not, except as authorized or required by its duties, reveal or
divulge to any person or companies any of the trade secrets, secret or
confidential operations, processes or dealings or any information concerning the
organization, business, finances, transactions or other affairs of the Company,
which may come to its knowledge during the term of this Agreement and shall keep
in complete secrecy all confidential information entrusted to him and shall not
use or attempt to use any such information in any manner which may injure or
cause loss, either directly or indirectly, to the Company's business or may be
likely so to do. This restriction shall continue to apply after the termination
of this Agreement without limit in point of time but shall cease to apply to
information or knowledge which may come into the public domain.
The
Contractor shall comply, and shall cause its agents and employees to comply,
with such directions as the Company shall make to ensure the safeguarding or
confidentiality of all such information. The Company may require that any agent
or employee of the Contractor execute an agreement with the Company regarding
the confidentiality of all such information.
5.3
Devotion to
Contract
During
the term of this Agreement, the Contractor shall devote sufficient time,
attention, and ability to the business of the Company, and to any associated
company, as is reasonably necessary for the proper performance of its services
pursuant to this Agreement. Nothing contained herein shall be deemed to require
the Contractor to devote its exclusive time, attention and ability to the
business of the Company. During the term of this Agreement, the Contractor
shall, and shall cause each of its agents or employees assigned to performance
of the services on behalf of the Contractor to,:
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(a)
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at
all times perform its services faithfully, diligently, to the best of its
abilities and in the best interests of the Company;
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(b)
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devote
such of its time, labour and attention to the business of the Company as
is necessary for the proper performance of the Contractor's services
hereunder; and
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(c)
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refrain
from acting in any manner contrary to the best interests of the Company or
contrary to the duties of the Contractor as contemplated
herein.
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5.4 Other
Activities
The
Contractor shall not be precluded from acting in a function similar to that
contemplated under this Agreement or in any other capacity for any other person,
firm or company provided such action shall not conflict with the Contractor's
duty to the Company and shall not prevent the Contractor from fulfilling its
duties pursuant to this Agreement.
5.5 Trading/Tipping
The
Contractor will not disclose to any party information respecting the Company
that has not been publicly disclosed, nor will the Contractor trade in shares of
the Company while in possession of such knowledge.
ARTICLE
6
MISCELLANEOUS
6.1 Waiver;
Consents
No
consent, approval or waiver, express or implied, by either party hereto, to or
of any breach of default by the other party in the performance by the other
party of its obligations hereunder shall be deemed or construed to be a consent
or waiver to or of any other breach or default in the performance by such other
party of the same or any other obligations of such other party or to declare the
other party in default, irrespective of how long such failure continues, shall
not constitute a general waiver by such party of its rights under this
Agreement, and the granting of any consent or approval in any one instance by or
on behalf of the Company shall not be construed to waiver or limit the need for
such consent in any other or subsequent instance.
6.2
Governing
Law
This
Agreement and all matters arising there under shall be governed by the laws of
the State of Deleware.
6.3 Successors,
etc.
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This
Agreement shall enure to the benefit of and be binding upon each of the parties
hereto and their respective heirs, successors and permitted
assigns.
6.4
Subcontracts
The
Contractor has the right, power, and authority to delegate any duties or
obligations arising hereunder, with the approval of the Company, or to
subcontract its services, or any portion thereof, with the approval of the
Company, provided that any subcontract shall be made subject to the terms of
this Agreement and the Contractor shall require the subcontractor, to
acknowledge such terms in writing at the time the subcontract agreement is
executed. No such delegation or subcontracting shall relieve the Contractor from
any of its obligations under this Agreement and a subcontractor shall, as
between the Company and the Contractor, be deemed to be the agent of the
Contractor.
6.5 Assignment
This
Agreement may not be assigned by any party except with the written consent of
the other party hereto.
6.6
Entire Agreement and
Modification
This
Agreement constitutes the entire agreement between the parties hereto and
supersedes all prior agreements and undertakings, whether oral or written,
relative to the subject matter hereof. To be effective any modification of this
Agreement must be in writing and signed by the party to be charged
thereby.
6.7
Headings
The
headings of the Sections and Articles of this Agreement are inserted for
convenience of reference only and shall not in any manner affect the
construction or meaning of anything herein contained or govern the rights or
liabilities of the parties hereto.
6.8
Notices
All
notices, requests and communications required or permitted hereunder shall be in
writing and shall be sufficiently given and deemed to have been received upon
personal delivery or, if mailed, upon the first to occur of actual receipt or
forty-eight (48) hours after being placed in the mail, postage prepaid,
registered or certified mail, return receipt requested, respectively addressed
to the Company or the Contractor as follows:
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The
Company:
0000-X
Xxx Xxxxxxx
Xxxxxxxx,
Xxxxxx
X0X-0X0
Attention:
Xx. Xxxxx or Xx. Xxxxxxx
The
Contractor:
Suite 73
- 0000 Xxxxxx Xxxx.
Xxxxxxxxxxx,
Xxxxxxx
X0X-0X0
Attention:
Xxxxxxx Xxxxxxxx
or such
other address as may be specified in writing to the other party, but notice of a
change of address shall be effective only upon the actual receipt.
6.9
Time of the
Essence
Time is of the essence.
6.10
Further
Assurances
The
parties hereto agree from time to time after the execution hereof to make, do,
execute or cause or permit to be made, done or executed all such further and
other lawful acts, deeds, things, devices and assurances in law whatsoever as
may be required to carry out the true intention and to give full force and
effect to this Agreement.
6.11 Counterparts
This
Agreement may be executed in several counter-parts, each of which will be deemed
to be an original and all of which will together constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and
year first above written.
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XXXXX
MINING INC.
Per: /s/Xxxxx Xxxxx
Xxxxx
Xxxxx
Authorized Signatory
FOCUS
RELATIONS INC.
Per: /s/Xxxxxxx Xxxxxxxx
Xxxxxxx
Xxxxxxxx
Authorized Signatory
