CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is
made this 1st day of
September, 2010, between Ardent Mines Limited, a Nevada corporation (hereinafter
referred to as the "Company), and Executive Consulting Services, (ECS) Group,
hereinafter referred to as "Consultant."
RECITALS
A. The Company desires to be
assured of the association and services of Consultant in order to avail itself
of Consultant's experience, skills, abilities, background and knowledge, to
advise it upon administrative and business operations, and is therefore willing
to engage Consultant upon the terms and conditions herein
contained.
B. Consultant agrees to be
engaged and retained by the Company and upon said terms and
conditions.
NOW, THEREFORE, in consideration of the
recitals, promises and conditions in this Agreement, the Consultant and the
Company agree as follows:
1. CONSULTING
SERVICES. The Company hereby retains Consultant to advise it
regarding its administrative and business operations.
2. TERM. The term
of this Agreement shall be on a month by month basis commencing September 1,
2010, and is renewable mutual agreement of the parties.
3. COMPENSATION OF
CONSULTANT. The Company hereby agrees to compensate Consultant $1,000
per month payable on the first business day of the month.
4. RELATIONSHIP OF
PARTIES. This Agreement shall not constitute an employer-employee relationship.
It is the intention of each party that Consultant shall be an independent
contractor and not an employee of the Company. Consultant shall not have
authority to act as the agent of the Company except when such authority is
specifically delegated to Consultant by the Company. Subject to the express
provisions herein, the manner and means utilized by Consultant in the
performance of Consultant's services hereunder shall be under the sole control
of the Consultant. All compensation paid to Consultant hereunder shall
constitute earnings to Consultant from self-employment income. The Company shall
not withhold any amounts therefrom as federal or state income tax withholding
from wages or as employee contributions under the Federal Insurance
Contributions Act (Social Security) or any similar federal or state law
applicable to employers and employees.
5. NOTICES. Any
notice, request, demand or other communication required or permitted hereunder
shall be deemed to be properly given when personally served in writing or when
deposited in the United States mail, postage prepaid, addressed to the other
party at the address appearing at the end of this Agreement. Either
party may change its address by written notice made in accordance with this
section.
6. BENEFIT OF
AGREEMENT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective legal representatives,
administrators, executors, successors, subsidiaries and affiliates.
7. GOVERNING
LAW. This Agreement is made and shall be governed and construed in
accordance with the laws of the state of Washington and it is agreed that
jurisdiction and venue of any actions pertaining to this Agreement will be in
Spokane, Washington.
8. ASSIGNMENT. Any
attempt by either party to assign any rights, duties or obligations which arise
under this Agreement without the prior written consent of the other party shall
be void, and shall constitute a breach of the terms of this
Agreement.
9. ENTIRE AGREEMENT;
MODIFICATION. This Agreement constitutes the entire agreement between
the Company and the Consultant. No promises, guarantees, inducements,
or agreements, oral or written, express or implied, have been made other than as
contained in this Agreement. This Agreement can only be modified or
changed in writing signed by the party or parties to be charged.
10. LITIGATION
EXPENSES. If any action at law or in equity is brought by either
party to enforce or interpret the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees, costs and disbursements in
addition to any other relief to which it may be entitled.
In witness whereof, the parties have
executed the day and year first above written.
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ARDENT
MINES LIMITED
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EXECUTIVE
CONSULTING
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SERVICES,
(ECS) GROUP
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BY:
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/s/ Xxxxxxxx Xxxxx
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/s/ Xxxxxxx Xxxxxx
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Xxxxxxxx
Xxxxx, President
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Xxxxxxx
Xxxxxx, Owner
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