CONSULTING AGREEMENT
Exhibit
10.12
This
Consulting Agreement
("Agreement") is effective as of June 1, 2007 between Sweetwater Capital
Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0 (“Sweetwater” or “Consultant”), and Pacific Copper Corp., a
Delaware corporation located at Xxxxx 00X, 0000 Xxxxx Xxxx Xxxx., Xxxxxxxx
Xxxxxxx, Xxxxxx X0X 0X0 (“PACIFIC COPPER,” “Client” or the “Company”), in
connection with the rendering by Sweetwater to PACIFIC COPPER of consulting
services, as described herein below, for and in consideration of the
compensation described.
WHEREAS,
PACIFIC
COPPER is about to be publicly traded company on the OTCBB, and desires to
retain Sweetwater to perform certain consulting services as described herein
and
Sweetwater is willing to render and provide such service to the Company.
THEREFORE,
in
consideration of the mutual agreements and covenants set forth in this
Agreement, and intending to be legally bound hereby, the parties agree as
follows:
1.
Engagement of Consultant. The
Company hereby engages and retains Consultant to render to the Company the
consulting services (the “Consulting Services”) described in paragraph 2 hereof
for the period commencing on the date this Agreement is executed by both parties
and ending twenty four months thereafter (the "Consulting Period").
2.
Description of Consulting Services. The
Consulting Services rendered by Consultant hereunder shall consist of
consultations with management of the Company as such management may from time
to
time require during the consulting period. Such consultation with management
shall be with respect to financial public relations, business promotion,
business growth and development, including mergers and acquisitions, and general
business consultation. The Consulting Services may include the Company's
relationship with the financial community and its securities holders, the
preparation and distribution of periodic reports and news releases to keep
existing shareholders informed about the Company’s activities, maintaining
regular communications with stockholders and brokers, and such other matters
as
may be agreed upon between the Company and Consultant.
3.
Extent of Consulting Services. Client
agrees that, during reasonable periods of time prior to and during which Client
is deemed to be in the process of raising capital and/or offering securities,
as
defined under the Act, Sweetwater will suspend its consulting services to the
extent such consulting services may affect the market price of Client’s
securities.
4.
Compensation for Consulting Services.
The
Company shall pay to Consultant and/or assigns as instructed by Consultant
for
the Consulting Services rendered hereunder, the sum of $4,000 per month not
in
advance plus 1,000,000 shares of restricted common stock of the Company
(“Consultant Shares”) which shall be earned in the following manner: 1,000,000
shares will be earned by the Consultant and/or assigns in equal installments
of
250,000 shares on December 1, 2007, March 1, 2008, June 1, 2008 and September
1,
2008. Said 1,000,000 shares of restricted common stock of the Company will
be
tendered to Consultant and/or assigns in one certificate on June 1, 2007;
provided, however, that Consultant must return any unearned shares upon
termination of this Agreement.
5.
Non Exclusivity of Consultants Undertakings. The
Company expressly understands and agrees that Consultant shall not be prevented
or barred from rendering services of the same nature as or a similar nature
to
those described in this Agreement, or of any nature whatsoever, for or on behalf
of any person, firm, corporation, or entity other than the Company. Company
understands and accepts that Consultant is currently providing consulting
services to other public companies and will continue to do so during the term
of
this Agreement. Company also understands and accepts that Consultant will seek
new clients to provide its consulting services to during the term of this
Agreement.
1
6.
Termination of Relationship. This
Agreement shall, unless sooner terminated as provided herein below, continue
for
the duration of the Consulting Period as defined in paragraph 1 herein above.
Such term shall be renewed upon mutual agreement of the parties. Either
Consultant or the Company may terminate this Agreement with or without cause
upon sixty (60) days written notice to the other provided the Company may not
give notice of termination prior to January 1, 2008.
In
the
event of Termination, the Consultant shall be entitled to accrued fees and
shares vested prior to the termination of this Agreement. Further, in the event
of Termination, Consultant shall be entitled to the cash compensation for the
months that the 60th
day of
the notice of Termination falls. The Consultant Shares that have vested through
such 60th
day are
deemed earned by Consultant.
8.
Miscellaneous.
A.
Notices.
Any
notice or other communication required or permitted by any provision of this
Agreement shall be in writing and shall be deemed to have been given or served
for all purposes if delivered personally or sent by registered or certified
mail, return receipt requested, postage prepaid, addressed to the parties at
the
addresses first set forth above.
B.
Entire Agreement.
This
Agreement constitutes the entire agreement between the parties relating to
the
subject matter of this Agreement and supersedes all prior discussions between
the parties. There are no terms, obligations, covenants, express or implied
warranties, representations, statements or conditions other than those set
forth
in this Agreement. No variations or modification of this Agreement or waiver
of
any of its terms or provisions shall be valid unless in writing and signed
by
both parties.
C.
Amendment.
This
Agreement shall not be modified or amended except by written agreement of the
parties hereto.
D.
Governing Law.
Each of
the provisions of this Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Colorado.
X.
Xxxxx,
No
failure or delay by any party in exercising any right, power or privilege under
this Agreement shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege.
F. Severability.
Should
any part of the Agreement for any reason be declared invalid or unenforceable,
such decision shall not affect the validity or enforceability of any remaining
portion, which remaining portion shall remain in force and effect as if this
Agreement had been executed with the invalid or unenforceable portion thereof
eliminated and it is hereby declared the intention of the parties hereto that
they would have executed the remaining portion of this Agreement without
including therein any such part, parts or portion which may, for any reason,
be
hereafter declared invalid or unenforceable. Should any material term of this
Agreement be in conflict any laws or regulations, the parties shall in good
faith attempt to negotiate a lawful modification of this Agreement which will
preserve, to the greatest extent possible, the original expectation of the
parties.
G.
Arbitration.
Any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in Buffalo New York in accordance
with
the rules of the American Arbitration Association, and the judgment upon the
award rendered may be entered in any court having jurisdiction
thereon.
2
H. Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the
same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing facsimile signature of a party shall constitute a valid and
binding execution and delivery of this Agreement by such party. Such facsimile
copies shall constitute enforceable original documents.
In
Witness Whereof,
the
undersigned parties hereto have executed this Agreement on the dates set forth
opposite their respective signatures.
| Dated: May 8, 2007 | PACIFIC COPPER CORP | |
| |
|
|
| By: | /s/ Xxxxxxxx Xxxxxx | |
|
Xxxxxxxx
Xxxxxx
|
||
|
Corporate
Secretary
|
||
| Dated: May 24, 2007 | SWEETWATER CAPITAL CORPORATION | |
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxx | |
|
Xxxxxx X. Xxxxx |
||
| Corporate Secretary | ||
3
