CONSULTING SERVICES AGREEMENT
Exhibit
10.1
THIS
CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into on October 30,
0000 xxxxxxx Xxxx Xxxxxxxx Mining Company, Inc. (LVCA) (“Company”), having
its principle address at 0000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000 and Stocks
That Move or nominee Xxx Xxxxx - to whom the stock is to be issued - having its
principal address at 0000 Xxxxxx Xxxxxx, Xxxxxxx Xxxxx XX 00000
(“Consultant”).
WHEREAS,
the Company desires to retain the services of Consultant as described herein and
Consultant desires to provide such services for the consideration set forth
below and for such other mutual promises and consideration received the Company
and Consultant hereby enter into this Agreement as follows:
1. Services. The
Company retains Consultant to render to the Company the following services (the
“Services”):
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a)
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Consultant
will provide all public relations, and advisory, and consulting services
to the Company in conjunction with the development of the Company’s
marketing plan, business plan, and
goals.
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b)
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Consultant
shall provide advisory and consulting services alternatives for maximizing
the Company’s exposure to, and penetration of, its target
market.
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c)
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In
consultation with the Company, Consultant shall schedule and arrange
meetings and conferences, in person, by telephone, or other media, for the
Company’s representatives and such third parties as the Consultant
believes will further the purposes of this Agreement. Said
meetings and conferences shall be with representatives of potential
strategic partners of the Company, marketing and media representatives and
representatives of investment and banking advisory
services.
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d)
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It
is expressly agreed herein that the Company shall be responsible for all
reasonable costs and necessary expenses incurred by Consultant, including
travel, mileage, duplicating and communication expenses. The Company shall
reimburse Consultant for all such expenses with thirty (30) days, subject
to submission by Consultant of reasonably satisfactory documentation.
Consultant shall be required to receive prior written approval from the
Company’s Chief Financial Officer or a member of the
Board.
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(i)
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Consultant
shall be entitled to “piggy-back” registration rights for the Shares on
all registrations of the Company, except for registrations filed on Form
S-4 or Form S-8, or on any demand registrations of any other investor
subject to the right, however, of the Company and its underwriters to
reduce the number of shares proposed to be registered pro rata in view of
market conditions. The Company shall bear registration expenses
(exclusive of underwriting discounts and commissions) of all such demands,
piggy-backs, and S-3 or SB-2 registrations;
and
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(ii)
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The
following legend (or a legend substantially in the following form) shall
be placed on certificates representing the Shares issued pursuant to this
Section 2:
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| THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. |
| Additionally, the Consultant understands that at the present time Rule 144 promulgated under the Securities Act may not be relied upon for the resale or distribution of the securities issued pursuant to this Section 2, except and unless as to Rule 144(k) should Rule 144(k) become applicable to the Consultant, because the Company does not file current or periodic reports with the Securities and Exchange Commission or make information about the Company publicly available. Moreover, there can be no assurance that the Company will in the future file such reports or make publicly available such information. |
3. Term and
Termination. Subject to earlier termination, the term of this
agreement shall begin on the date set forth above and will continue in full
force and effect for a period of twelve (12) months. Thereafter, the
parties may renew this Agreement upon mutually agreeable
terms. Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other party
materially breaches any of its
representations,
warranties or obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result in that
party being responsible to reimburse the non-defaulting party for all costs
incurred directly as a result of the breach of this Agreement, and shall be
subject to such damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement. Upon any termination or
expiration of this Agreement, Company shall pay all unpaid and outstanding fees,
through the effective date of termination or expiration of this Agreement. And
upon such termination, Consultant shall provide and deliver to Company any and
all outstanding Services due through the effective date of this
Agreement. Termination by either party shall not result in the
forfeiture by Consultant of the Shares or right to a written legal opinion
regarding the tradability of the Shares.
4. Independent Contractor
Status. The parties agree and acknowledge that that this
Agreement shall not be construed so as to make either an employee of the other
and neither party shall hold themselves out as such. Neither party
shall i) have the authority bind the other to any contract, agreement, nor
indenture; ii) be liable to any third party for the acts of the other; nor iii)
accept service of process for the other.
5. Confidential
Information. It is agreed by the parties that Consultant shall
have access to, have disclosed to it, or otherwise obtain Confidential
Information about the Company. “Confidential Information” shall mean confidential,
non-public or other proprietary information including, without limitation,
letters addressed from the Securities and Exchange Commission to the Company,
trade secrets, technical information, including algorithms, code, data, designs,
documentation, drawings, formulae, hardware, know-how, ideas, inventions,
whether patentable or not, photographs, plans, procedures, processes, reports,
research, samples, sketches, software, specifications, business information,
including customer and distributor names, marketing information, operations,
plans, products, financial information, including pricing and other confidential
information that is disclosed under the terms of this Agreement by the Company
or the Consultant. Consultant shall not disclose to, or use for the
benefit of, any third party, Confidential Information it receives without the
prior written consent of the Company. Information shall not be
considered Confidential Information if such information is i) already known to
Consultant at the time it is obtained, ii) subsequently learned from an
independent third party; or iii) available publicly.
6. Confidentiality of
Agreement. The parties shall not disclose to any third person
or entity, any portion of this Agreement except as necessary for the Consultant
to provide the Services set forth in Section 1 herein. Neither party
shall disclose the existence or terms of this Agreement without first obtaining
prior written approval of the other party which approval may be withheld by
Consultant for any reason. Neither party shall use the other’s name,
logo, trademarks, or service marks in any advertising, publicity releases, or
any other materials without that party’s prior written approval, which shall not
be unreasonably withheld by the Company if Consultant determines such use to be
consistent with the performance of its Services described herein.
7. Best
Efforts. The parties agree that Consultant will utilize its
best efforts to provide the Services set forth in Section 1 above. The Company
acknowledges and accepts that Consultant does not and cannot promise or
guarantee that any specific result can or will be achieved by the Consultant as
a result of its performance of the Services set forth herein.
8. Assignment. This
Agreement shall be assigned to and inure to the benefit of, and be binding upon,
any successor to substantially all of the assets and business of the Company as
a going concern, whether by merger, consolidation, liquidation or sale of
substantially all of the assets of the Company or otherwise. The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform as if no such succession had taken place; and, as used in
this Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise; provided that for
purposes of Section 8 hereof, the term “Company” shall mean the Company as
hereinbefore defined and any such transaction in which this Agreement is
assigned to a successor may not expand or enlarge the scope of restrictions
applicable to Consultant pursuant to this Agreement. Consultant
understands and agrees, however, that this Agreement is exclusive and personal
to him only, and, as such, he will neither assign nor subcontract all or part of
his undertaking(s) or obligation(s) under the terms of this
Agreement.
9. Suit/Jurisdiction. The
parties agree that any and all disputes rising out of or relating to this
Agreement shall be submitted to the American Arbitration Association (“AAA”) for
binding and final resolution in accordance with the rules of the
AAA. The parties further agree that such arbitration shall take place
in Xxxx Xxxx Xxxxx, Xxxxxxx, as up to Consultant’s sole
discretion. Notwithstanding the foregoing, the parties shall each
retain the right to seek injunctive or equitable relief for any actual or
threatened breach of Sections 5 and 6 of this Agreement. In the event
either party exercises its right to seek injunctive or equitable relief, it
shall do so in a court of competent jurisdiction in the State of Florida or such
other jurisdiction as Consultant in its sole discretion shall
choose. The choice of law shall be the law of the State of
Florida. Without limitation of the foregoing, each party acknowledges
that it hereby waives the right to have disputes rising out of or relating to
this Agreement resolved by jury trial.
10.
Interpretation of
Agreement. This Agreement shall be interpreted in accordance
plain meaning of its terms and under the laws of the State of
Florida.
11.
Contents of Agreement and
Amendments. This Agreement set forth the entire agreement of
the parties. No amendment or modification to this Agreement shall be
binding unless in writing and signed by both parties.
12.
Counterparts; Delivery by
Facsimile. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of this Agreement may be
effected by facsimile.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date and year first written above.
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CONSULTANT:
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COMPANY:
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X__________________________
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X__________________________
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Print
Name: Xxxxxxx Xxxxx
for
Stocks That Move
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Print
Name: Xxxxx Xxxxxx
for
LVCA
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Dated:
X ____________________
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Dated:
X ____________________
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