THIS AGREEMENT is made effective as of September 15, 2007 (the "Effective Date"). BETWEEN:
THIS AGREEMENT is made effective as of September 15, 2007 (the "Effective Date").
BETWEEN:
AMERICAN URANIUM CORPORATION, a Nevada corporation whose offices are located at 600-17th Street, Suite 2800 South, Denver CO 80202
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
XXXXXX XXXXXX, a resident of the Province of British Columbia whose address is X.X. Xxx 000, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter referred to as the "Contractor")
OF THE SECOND PART
WHEREAS:
A. The Company is engaged in, inter alia, the business of acquiring, exploring and exploiting mineral properties (the “Business”);
B. The Company desires to retain the Contractor to act as the Company’s Chief Financial Officer and Treasurer, and to assist the Company with the Business and in particular, to assist the Company in the retention, organization and preparation of financial information and documents, including its financial statements from time-to-time;
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.
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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 his 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 his obligations as set forth in this Agreement. Nothing in this Agreement shall be deemed to require the Contractor to provide his 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 neither the Contractor nor any of his agents or employees shall be entitled to the fringe benefits provided by the Company to its employees.
ARTICLE 2
CONTRACTOR'S AGREEMENTS
2.1 General
During the Term (as hereinafter defined), the Contractor, at the expense of and on behalf of the Company, shall:
| (a) |
act as the Company’s Chief Financial Officer and Treasurer; | |
| (b) |
provide consulting advice and services to the Company, consistent with the terms of this Agreement; | |
| (c) |
work with the President of the Company to develop a strategy plan, and to implement the goals and objectives of that plan; | |
| (d) |
participate in the preparation of corporate governance plans for the Company; | |
| (e) |
participate in the preparation of any periodic reports to be filed by the Company with the Securities and Exchange Commission; | |
| (f) |
participate in the preparation of the Company’s quarterly and annual financial statements, and assist the Company in the process of having those financial statements reviewed and audited by the Company; | |
| (g) |
report to the President of the Company on a regular basis, on all of the above mentioned functions and duties. |
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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) |
a fee of US$3,000 per month; and | |
| (b) |
an additional fee of up to US$2,000 per month for periods of extraordinary activity as determined by the President of the Company in his or her sole discretion. |
3.2 Stock Options
As additional compensation for the services rendered by the Contractor pursuant to this Agreement the Company shall issue to the Contractor options to purchase an aggregate of 200,000 shares of common stock in the capital of the Company (the "Options") at an exercise price of $1.20 per share. The Options shall vest in three instalments (each an “Instalment”), as follows:
- 50,000 of the Options shall become exercisable on September 15, 2007;
- 50,000 of the Options shall become exercisable on September 15, 2008;
- 50,000 of the Options shall become exercisable on September 15, 2009; and
- 50,000 of the Options shall become exercisable on September 15, 2010.
The Options shall be subject in all respects to the terms of a Stock Option Agreement to be entered into between the Contractor and the Company (the "Stock Option Agreement"). In the event of a conflict between the terms of this Agreement and the terms of the Stock Option Agreement, the terms of the Stock Option Agreement shall control. The form of the Stock Option Agreement shall be the form generally used by the Company for the grant of stock options. All of the Options will expire on the fourth anniversary of the date that they are granted or on such earlier date as may be provided in the Stock Option Agreement.
3.3 Limitation on Resale of the Stock
Unless and until the common shares represented by the Option (the “Shares”) are registered under the United States Securities Act of 1933, all certificates representing the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
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NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.
and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares may be placed with the Company's transfer agent.
ARTICLE 4
DURATION, TERMINATION AND DEFAULT
4.1 Effective Date
This Agreement shall be for a term (the "Term") beginning on the Effective Date, subject to termination as provided herein.
4.2 Termination
| (a) |
This Agreement may immediately be terminated by either party for cause, by giving the other written notice of such termination. | |
| (b) |
This Agreement may be terminated by either party without cause, by giving the other party 60 days written notice of such termination. |
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:
| (a) |
a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; and | |
| (b) |
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 days' notice to the Company. |
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4.4 Compensation of Contractor on Termination
Upon termination of this Agreement for cause, 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, all sums due and payable under this Agreement to the date of termination for cause and all shares of the Stock that have previously vested but have not then been issued, and the Contractor shall have no right to receive any further payments or shares of the Stock; provided however, that the Company shall have the right to offset against any payment owing to the Contractor under this Agreement, any reasonable damages, liabilities, costs, or other expenses owed to the Company by the Contractor.
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 by the Company in writing, 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.
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5.3 Devotion to Contract
During the Term, 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 his services pursuant to this Agreement. Nothing contained herein shall be deemed to require the Contractor to devote his exclusive time, attention and ability to the business of the Company. During the Term, the Contractor shall:
| (a) |
at all times perform his services faithfully, diligently, to the best of his abilities and in the best interests of the Company; | |
| (b) |
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; | |
| (c) |
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; | |
| (d) |
refrain from providing services to any business enterprise in competition with the Company; and | |
| (e) |
refrain from taking personal advantage of any business opportunity in which the Company has, or might reasonably be expected to have, an interest. |
5.4 Other Activities
The Contractor shall not be precluded from providing consulting services to any other person, firm or company provided that such person, firm or company does not compete with the Company, and further provided that such consulting shall not conflict with the Contractor's duty to the Company, nor prevent the Contractor from fulfilling his duties pursuant to this Agreement.
ARTICLE 6
MISCELLANEOUS
6.1 Waiver; Consents
No consent, approval or waiver, express or implied, by either party hereto, to or of any breach or 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 waive or limit the need for such consent in any other or subsequent instance.
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6.2 Governing Law
This Agreement and all matters arising thereunder shall be governed by the laws of the State of Nevada.
6.3 Currency
Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States.
6.4 Successors, etc.
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.
6.5 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:
The Company:
American Uranium Corporation.
000-00xx Xxxxxx, Xxxxx 0000 Xxxxx
Xxxxxx XX 00000
Attention: The President
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with a copy by electronic mail to: xxx@xxxxxxx.xxx
The Contractor:
Xxxxxx Xxxxxx
XX Xxx 000
Xxxxx
Xxxxxx, XX Xxxxxx X0X 0X0
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.
ARTICLE 7
INDEPENDENT LEGAL ADVICE
7.1 Acknowledgments
The Purchaser acknowledges that:
| (a) |
this Agreement was prepared by Xxxxx Xxxxxx LLP for the Company; | |
| (b) |
Xxxxx Xxxxxx LLP received instructions from the Company and does not represent the Contractor; | |
| (c) |
the Contractor has been advised to obtain his own independent legal advice on this Agreement prior to signing this Agreement; | |
| (d) |
the Contractor has been given adequate time to obtain independent legal advice; and | |
| (e) |
by signing this Agreement, the Contractor confirms that he fully understands this Agreement. |
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IN WITNESS WHEREOF, the parties have duly executed this Consulting Agreement as of the day and year first above written.
AMERICAN URANIUM CORPORATION
Per: /s/ Xxxxxx X. Xxxx
Authorized Signatory
/s/ Xxxxxx Xxxxxx
XXXXXX XXXXXX
