Exhibit 10.1
CONSULTING AGREEMENT
THIS AGREEMENT is dated and effective on the 3rd day of May, 2010.
BETWEEN:
FIRST LIBERTY POWER CORP. of 000 Xxxx Xxxxxxxx Xx., #000 -
Xxxxxxxxxx, XX 00000
(the "Company")
AND:
XXXX X. XXXX, with an address at Xxx 000, Xxx Xxxx, Xxxxxxx 00000
(the "Director")
WHEREAS:
A. The Company desires to appoint the Director as a member of the Company's
Board of Directors (the "Services") in regards to the Company's management and
operations;
B. The Director has agreed to serve in this capacity subject to the terms and
conditions 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 DIRECTOR
1.1 Appointment of Director. The Company hereby appoints the Director as a
director of the Company as hereinafter set forth and subject to the terms and
conditions of the Company's Articles and Bylaws. The Company hereby authorizes
the Director to exercise such powers as provided under this Agreement. The
Director accepts such appointment on the terms and conditions herein set forth.
(a) Performance of Services. Director agrees to perform his duties as set
forth herein to the best of his abilities and in foil compliance with
the law. The Director shall faithfully, honestly and diligently serve
the Company and cooperate with the Company and utilize maximum
professional skill and care and to act in the best interests of the
Company.
1.2 Authority of Director. The Director 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.
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1.3 Independent Director. In performing the Services, the Director shall be an
independent Director and not an employee or agent of the Company, except that
the Director shall be the agent of the Company solely in circumstances where the
Director must be the agent to cany out its obligations as set forth in this
Agreement. Nothing in this Agreement shall be deemed to require the Director to
provide the Services exclusively to the Company and the Director 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 Director's
behalf and the Director or any of its agents shall not be entitled to the fringe
benefits provided by the Company to its employees.
ARTICLE 2 DIRECTOR'S AGREEMENTS
2.1 Expense Statements. The Director may incur expenses in the name of the
Company as agreed in advance in writing by the Company, provided that such
expenses relate solely to the carrying out of the Services. The Director will
immediately forward all invoices for expenses incurred on behalf of and in the
name of the Company and the Company agrees to pay said invoices directly on a
timely basis. The Director agrees to obtain approval from the Company in writing
for any individual expense of $1,000 or greater or any aggregate expense in
excess of $1,000 incurred in any given month by the Director in connection with
the carrying out of the Services.
2.2 Regulatory Compliance. The Director agrees to comply with all applicable
securities legislation and regulatory policies in relation to providing the
Services, including but not limited to United States securities laws (in
particular, Regulation FD) and the policies of the United States Securities and
Exchange Commission.
2.3 Prohibition Against Xxxxxxx Xxxxxxx. The Director hereby acknowledges that
the Director is aware, and further agrees that the Director will advise those of
its directors, officers, employees and agents who may have access to
Confidential Information, that United States securities laws prohibit any person
who has material, non-public information about a company from purchasing or
selling securities of such a company or from communicating such information to
any other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities.
ARTICLE 3 COMPANY'S AGREEMENTS
3.1 Cash Compensation. The cash portion of remuneration of the Director for the
Services hereunder shall be at the rate US$2,500.00 per month. All payments
pursuant to this Agreement shall be payable in advance on the first business day
of each calendar month, with the first instalment payable on the Effective Date.
3.2 Compensation Shares. The compensation for agreeing to enter into this
Agreement and provide the Services to be rendered by the Director pursuant to
this Agreement shall be payable in 250,000 fully paid and non-assessable shares
of the Company's common stock issuable immediately upon signing (the
"Compensation Shares") for the first year of the Term, and an additional 250,000
Compensation Shares issuable upon completion of the first year of Term and the
commencement of the second year of the Term.
3.3 Voting of Compensation Shares. The Director covenants and agrees that, with
respect to the Compensation Shares that it receives, it shall, at all times that
it is the beneficial owner of such shares, vote such shares on all matters
coming before it as any stockholder of the Company.
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3.4 Information. Subject to the terms of this Agreement, including without
limitation Article 5 hereof, and provided that the Director agrees that it will
not disclose any material non-public information to any person or entity, the
Company shall make available to the Director such information and data and shall
permit the Director to have access to such documents as are reasonably necessary
to enable it to perform the Services under this Agreement. The Company also
agrees that it will act reasonably and promptly in reviewing materials submitted
to it from time to time by the Director and inform the Director of any material
inaccuracies or omissions in such materials.
3.5 INDEMNIFICATION. The Company shall indemnify and defend Director to the full
extent of the law from and against any and all claims that may be brought
against Director in connection with his service to the Company. In addition, the
Company agrees to maintain directors and officers insurance in reasonable and
appropriate amounts during the term of Director's service to the Company.
ARTICLE 4 DURATION, TERMINATION AND DEFAULT
4.1 Effective Date. This Agreement shall become effective as of March 24, 2010
(the "Effective Date"), and shall continue to March 24, 2012 (the "Term") or
until earlier terminated pursuant to the terms of this Agreement.
4.2 Termination. Without prejudicing any other rights that the Company may have
hereunder or at law or in equity, the Company may terminate this Agreement
immediately upon delivery of written notice to the Director if:
(a) the Director breaches section 2.2 of this Agreement;
(b) the Director breaches any other material term of this Agreement and
such breach is not cured to the reasonable satisfaction of the Company
within thirty (30) days after written notice describing the breach in
reasonable detail is delivered to the Director;
(c) the Company acting reasonably determines that the Director has acted,
is acting or is likely to act in a manner detrimental to the Company
or has violated the confidentiality of any information as provided for
in this Agreement;
(d) the Director is unable or unwilling to perform the Services under this
Agreement, or
(e) the Director commits fraud, serious neglect or misconduct in the
discharge of the Services.
4.3 Duties Upon Termination. Upon termination of this Agreement by the Company
for any of the reasons set forth above, the Director 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 Director 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 Director on Termination. Upon termination of this Agreement
by the Company for any of the reasons set forth in section 4.2, above, or if the
Director resigns, the Director shall be entitled to receive as its full and sole
compensation in discharge of obligations of the Company to the Director under
this Agreement all sums due and payable under this Agreement to the date of
termination and the Director 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 Director under this Agreement any damages,
liabilities, costs or expenses suffered by the Company by reason of the fraud,
negligence or wilful act of the Director, to the extent such right has not been
waived by the Company. Upon termination of this Agreement by the Company for any
reason other than one or more of the reasons set forth in section 4.2, above,
the Director shall receive, in addition to any unpaid compensation, full vesting
in the Compensation Shares.
ARTICLE 5
CONFIDENTIALITY AND NON-COMPETITION
5.1 Maintenance of Confidential Information. The Director acknowledges that in
the course of its appointment hereunder the Director will, either directly or
indirectly, have access to and be entrusted with information (whether oral,
written or by inspection) relating to the Company or its respective affiliates,
associates or customers (the "Confidential Information"). For the purposes of
this Agreement, "Confidential Information" includes, without limitation, any and
all Developments (as defined herein), trade secrets, inventions, innovations,
techniques, processes, formulas, drawings, designs, products, systems,
creations, improvements, documentation, data, specifications, technical reports,
customer lists, supplier lists, distributor lists, distribution channels and
methods, retailer lists, reseller lists, employee information, financial
information, sales or marketing plans, competitive analysis reports and any
other thing or information whatsoever, whether copyrightable or uncopyrightable
or patentable or unpatentable. The Director acknowledges that the Confidential
Information constitutes a proprietary right, which the Company is entitled to
protect. Accordingly the Director covenants and agrees that during the Term and
thereafter until such time as all the Confidential Information becomes publicly
known and made generally available through no action or inaction of the
Director, the Director will keep in strict confidence the Confidential
Information and shall not, without prior written consent of the Company in each
instance, disclose, use or otherwise disseminate the Confidential Information,
directly or indirectly, to any third party.
5.2 Exceptions. The general prohibition contained in Section 5.1 against the
unauthorized disclosure, use or dissemination of the Confidential Information
shall not apply in respect of any Confidential Information that:
(a) is available to the public generally in the form disclosed;
(b) becomes part of the public domain through no fault of the Director;
(c) is already in the lawful possession of the Director at the time of
receipt of the Confidential Information; or
(d) is compelled by applicable law to be disclosed, provided that the
Director gives the Company prompt written notice of such requirement
prior to such disclosure and provides assistance in obtaining an order
protecting the Confidential Information from public disclosure.
5.3 Developments. Any information, data, work product or any other thing or
documentation whatsoever which the Director, either by itself or in conjunction
with any third party, conceives, makes, develops, acquires or acquires knowledge
of during the Director's appointment with the Company or which the Director,
either by itself or in conjunction with any third party, shall conceive, make,
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develop, acquire or acquire knowledge of (collectively the "Developments")
during the Term or at any time thereafter during which the Director is engaged
by the Company that is related to the business of mining property acquisition
and exploration shall automatically form part of the Confidential Information
and shall become and remain the sole and exclusive property of the Company.
Accordingly, the Director does hereby irrevocably, exclusively and absolutely
assign, transfer and convey to the Company in perpetuity all worldwide right,
title and interest in and to any and all Developments and other rights of
whatsoever nature and kind in or arising from or pertaining to all such
Developments created or produced by the Director during the course of performing
this Agreement, including, without limitation, the right to effect any
registration in the world to protect the foregoing rights. The Company shall
have the sole, absolute and unlimited right throughout the world, therefore, to
protect the Developments by patent, copyright, industrial design, trademark or
otherwise and to make, have made, use, reconstruct, repair, modify, reproduce,
publish, distribute and sell the Developments, in whole or in part, or combine
the Developments with any other matter, or not use the Developments at all, as
the Company sees fit.
5.4 Protection of Developments. The Director does hereby agree that, both before
and after the termination of this Agreement, the Director shall perform such
further acts and execute and deliver such further instruments, writings,
documents and assurances (including, without limitation, specific assignments
and other documentation which may be required anywhere in the world to register
evidence of ownership of the rights assigned pursuant hereto) as the Company
shall reasonably require in order to give full effect to the true intent and
purpose of the assignment made under Section 5.3 hereof. If the Company is for
any reason unable, after reasonable effort, to secure execution by the Director
on documents needed to effect any registration or to apply for or prosecute any
right or protection relating to the Developments, the Director hereby designates
and appoints the Company and its duly authorized officers and agents as the
Director's agent and attorney to act for and in the Director's behalf and stead
to execute and file any such document and do all other lawfully permitted acts
necessary or advisable in the opinion of the Company to effect such registration
or to apply for or prosecute such right or protection, with the same legal force
and effect as if executed by the Director.
5.5 Remedies. The parties to this Agreement recognize that any violation or
threatened violation by the Director of any of the provisions contained in this
Article 5 will result in immediate and irreparable damage to the Company and
that the Company could not adequately be compensated for such damage by monetary
award alone. Accordingly, the Director agrees that in the event of any such
violation or threatened violation, the Company shall, in addition to any other
remedies available to the Company at law or in equity, be entitled as a matter
of right to apply to such relief by way of restraining order, temporary or
permanent injunction and to such other relief as any court of competent
jurisdiction may deem just and proper.
5.6 Reasonable Restrictions. The Director agrees that all restrictions in this
Article 5 are reasonable and valid, and all defenses to the strict enforcement
thereof by the Company are hereby waived by the Director.
ARTICLE 6 DEVOTION TO CONTRACT
6.1 Devotion to Contract. During the term of this Agreement, the Director 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 the Services pursuant to this Agreement. Nothing contained herein
shall be deemed to require the Director to devote its exclusive time, attention
and ability to the business of the Company. During the term of this Agreement,
the Director shall, and shall cause each of its agents assigned to performance
of the Services on behalf of the Director, to:
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(a) at all times perform the Services faithfully, diligently, to the best
of its 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 necessaiy for the proper performance of the Services
hereunder; and
(c) refrain from acting in any manner contrary to the best interests of
the Company or contrary to the duties of the Director as contemplated
herein.
6.2 Other Activities. The Director shall not be precluded from acting in a
function similar to that contemplated under this Agreement for any other person,
firm or company and it is expressly understood that the Director may be involved
as an owner, officer and or director in companies in industries similar to
Company.
ARTICLE 7
PRIVATE PLACEMENT OF COMPENSATION SHARES
7.1 Documents Required from Director. The Director shall complete, sign and
return to the Company as soon as possible, on request by the Company, such
additional documents, notices and undertakings as may be required by regulatory
authorities and applicable law.
7.2 Acknowledgements of Director The Director acknowledges and agrees that:
(a) the Director agrees and acknowledges that none of the Compensation
Shares have been registered under the Securities Act of 1933 or under
any state securities or "blue sky" laws of any state of the United
States, and, unless so registered, may not be offered or sold in the
United States or, directly or indirectly, to U.S. Persons (as that
term is defined in Regulation S under the Securities Act of 1933),
except in accordance with the provisions of Regulation S, pursuant to
an effective registration statement under the Securities Act of 1933,
or pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933 and in
each case only in accordance with applicable state securities laws.
However, the parties acknowledge that the Company shall register the
Compensation Shares within one year from the date of this Agreement;
(b) the Director has not acquired the Compensation Shares as a result of,
and will not itself engage in, any "directed selling efforts" (as
defined in Regulation S under the 0000 Xxx) in the United States in
respect of any of the Securities which would include any activities
undertaken for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States for
the resale of any of the Compensation Shares; provided, however, that
the Director may sell or otherwise dispose of any of the Compensation
Shares pursuant to registration thereof under the 1933 Act and any
applicable state securities laws or under an exemption from such
registration requirements;
(c) the Compensation Shares will be subject in the United States to a hold
period from the date of issuance of the Compensation Shares unless
such Compensation Shares are registered with the Securities and
Exchange Commission ("SEC");
(d) the decision to execute this Agreement and purchase the Compensation
Shares agreed to be purchased hereunder has not been based upon any
oral or written representation as to fact or otherwise made by or on
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behalf of the Company other than those made by the Company in the
information the Company has filed with the SEC;
(e) it will indemnify and hold harmless the Company and, where applicable,
its directors, officers, employees, agents, advisors and shareholders
from and against any and all loss, liability, claim, damage and
expense whatsoever (including, but not limited to, any and all fees,
costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative
proceeding or investigation whether commenced or threatened) arising
out of or based upon any representation or warranty of the Director
contained herein or in any document furnished by the Director to the
Company in connection herewith being untrue in any material respect or
any breach or failure by the Director to comply with any covenant or
agreement made by the Director to the Company in connection therewith;
(f) the issuance and sale of the Compensation Shares to the Director will
not be completed if it would be unlawful;
(g) the Compensation Shares are not listed on any stock exchange or
subject to quotation and no representation has been made to the
Director that the Compensation Shares will become listed on any other
stock exchange or subject to quotation on any other quotation system
except that market makers are currently making markets in the
Company's common stock on the OTC Bulletin Board;
(h) no securities commission or similar regulatory authority has reviewed
or passed on the merits of the Compensation Shares;
(i) there is no government or other insurance covering the Compensation
Shares;
(j) there are risks associated with an investment in the Compensation
Shares, including the risk that the Director could lose all of its
investment;
(k) the Director and the Director's advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from the Company
in connection with the distribution of the Compensation Shares
hereunder, and to obtain additional information, to the extent
possessed or obtainable without unreasonable effort or expense,
necessary to verify the accuracy of the information about the Company;
(1) the books and records of the Company were available upon reasonable
notice for inspection, subject to certain confidentiality
restrictions, by the Director during reasonable business hours at its
principal place of business, and all documents, records and books in
connection with the distribution of the Compensation Shares hereunder
have been made available for inspection by the Director, the
Director's lawyer and/or advisor(s);
(m) the Company will refuse to register any transfer of the Compensation
Shares not made in accordance with the provisions of Regulation S,
pursuant to an effective registration statement under the 1933 Act or
pursuant to an available exemption from the registration requirements
of the 1933 Act;
(n) the statutory and regulatory basis for the exemption claimed for the
offer of the Compensation Shares, although in technical compliance
with Regulation S, would not be available if the offering is part of a
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plan or scheme to evade the registration provisions of the 1933 Act;
and
(o) the Director has been advised to consult the Director's own legal, tax
and other advisors with respect to the merits and risks of an
investment in the Compensation Shares and with respect to applicable
resale restrictions, and it is solely responsible (and the Company is
not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Director is
resident in connection with the distribution of the Compensation
Shares hereunder, and
(ii) applicable resale restrictions.
7.3 Representations, Warranties and Covenants of the Director. The Director
hereby represents and warrants to and covenants with the Company (which
representations, warranties and covenants shall survive the end of the expiiy of
the Term or early termination of this Agreement) that:
(a) The Director is a U.S. Person and is an "accredited investor" as that
term is defined in Rule 501 of Regulation D promulgated under the 1933
Act;
(b) the Director is not acquiring the Compensation Shares for the account
or benefit of, directly or indirectly, any U.S. Person;
(c) the sale of the Compensation Shares to the Director as contemplated in
this Agreement complies with or is exempt from the applicable
securities legislation of the jurisdiction of residence of the
Director;
(d) the Director is acquiring the Compensation Shares for investment only
and not with a view to resale or distribution and, in particular, it
has no intention to distribute either directly or indirectly any of
the Compensation Shares in the United States or to U.S. Persons;
(e) the Director is executing this Agreement and is acquiring the
Compensation Shares as principal for the Director's own account, for
investment purposes only, and not with a view to, or for, resale,
distribution or fractionalisation thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in such
Compensation Shares;
(f) the entering into of this Agreement and the transactions contemplated
hereby have been duly authorized by all necessary corporate action on
the part of the Director; (g) the entering into of this Agreement and
the transactions contemplated thereby will not result in the violation
of any of the terms and provisions of any law applicable to the
Director, or of any agreement, written or oral, to which the Director
may be a party or by which the Director is or may be bound;
(h) the Director has duly executed and delivered this Agreement and it
constitutes a valid and binding agreement of the Director enforceable
against the Director in accordance with its terms;
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(i) the Director has the requisite knowledge and experience in financial
and business matters as to be capable of evaluating the merits and
risks of the prospective investment in the Compensation Shares and the
Company;
(j) the Director is not an underwriter of, or dealer in, the common shares
of the Company, nor is the Director participating, pursuant to a
contractual agreement or otherwise, in the distribution of the
Compensation Shares;
(k) the Director is not aware of any advertisement of pertaining to the
Company or any of the Compensation Shares; and
(1) no person has made to the Director any written or oral
representations:
(i) that any person will resell or repurchase any of the Compensation
Shares;
(ii) that any person will refund the purchase price of any of the
Compensation Shares;
(iii)as to the future price or value of any of the Compensation
Shares; or
(iv) that any of the Compensation Shares will be listed and posted for
trading on any stock exchange or automated dealer quotation
system or that application has been made to list and post any of
the Compensation Shares of the Company on any stock exchange or
automated dealer quotation system, except that currently certain
market makers make market in the common shares of the Company on
the OTC Bulletin Board.
7.4 Legending of Compensation Shares. The Director hereby acknowledges that upon
the issuance thereof, and until such time as the same is no longer required
under the applicable securities laws and regulations, the certificates
representing any of the Compensation Shares will bear a legend in substantially
the following form:
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.
7.5 The Director hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.
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ARTICLE 8 MISCELLANEOUS
8.1 Notices. All notices required or allowed to be given under this Agreement
shall be made either personally by delivery to or by facsimile transmission to
the address as hereinafter set forth or to such other address as may be
designated from time to time by such party in writing:
(a) in the case of the Company, to:
FIRST LIBERTY POWER CORP.
000 Xxxx Xxxxxxxx Xx., #000 - 000, Xxxxxxxxxx, XX
00000
Attention: Xxxx Xxxxxx
(b) and in the case of the Director to:
XXXX X. XXXX
Xxx 000, Xxx Xxxx, XX 00000
8.2 Independent Legal Advice. The Director acknowledges that:
(a) this Agreement was prepared by the X.X. Xxxxxxxxx Law Corporation for
the Company;
(b) X.X. Xxxxxxxxx Law Corporation received instructions from the Company
and does not represent the Director;
(c) the Director has been requested to obtain his own independent legal
advice on this Agreement prior to signing this Agreement;
(d) the Director has been given adequate time to obtain independent legal
advice;
(e) by signing this Agreement, the Director confirms that he fully
understands this Agreement; and
(f) by signing this Agreement without first obtaining independent legal
advice, the Director waives his right to obtain independent legal
advice.
8.3 Change of Address. Any party may, from time to time, change its address for
service hereunder by written notice to the other party in the manner aforesaid.
8.4 Entire Agreement. As of from the date hereof, any and all previous
agreements, written or oral between the parties hereto or on their behalf
relating to the appointment of the Director by the Company are null and void.
The parties hereto agree that they have expressed herein their entire
understanding and agreement concerning the subject matter of this Agreement and
it is expressly agreed that no implied covenant, condition, term or reservation
or prior representation or warranty shall be read into this Agreement relating
to or concerning the subject matter hereof or any matter or operation provided
for herein.
8.5 Further Assurances. Each parly hereto will promptly and duly execute and
deliver to the other party such further documents and assurances and take such
further action as such other party may from time to time reasonably request in
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order to more effectively carry out the intent and purpose of this Agreement and
to establish and protect the rights and remedies created or intended to be
created hereby.
8.6 Waiver. No provision hereof shall be deemed waived and no breach excused,
unless such waiver or consent excusing the breach is made in writing and signed
by the party to be charged with such waiver or consent. A waiver by a party of
any provision of this Agreement shall not be construed as a waiver of a further
breach of the same provision.
8.7 Amendments in Writing. No amendment, modification or rescission of this
Agreement shall be effective unless set forth in writing and signed by the
parties hereto.
8.8 Assignment. Except as herein expressly provided, the respective rights and
obligations of the Director and the Company under this Agreement shall not be
assignable by either party without the written consent of the other party and
shall, subject to the foregoing, enure to the benefit of and be binding upon the
Director and the Company and their permitted successors or assigns. Nothing
herein expressed or implied is intended to confer on any person other than the
parties hereto any rights, remedies, obligations or liabilities under or by
reason of this Agreement.
8.9 Severability. In the event that any provision contained in this Agreement
shall be declared invalid, illegal or unenforceable by a court or other lawful
authority of competent jurisdiction, such provision shall be deemed not to
affect or impair the validity or enforceability of any other provision of this
Agreement, which shall continue to have full force and effect.
8.10 Headings. The headings in this Agreement are inserted for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.
8.11 Number and Gender. Wherever the singular or masculine or neuter is used in
this Agreement, the same shall be construed as meaning the plural or feminine or
a body politic or corporate and vice versa where the context so requires.
8.12 Time. Time shall be of the essence of this Agreement. In the event that any
day on or before which any action is required to be taken hereunder is not a
business day, then such action shall be required to be taken at or before the
requisite time on the next succeeding day that is a business day. For the
purposes of this Agreement, "business day" means a day which is not Saturday or
Sunday or a statutoiy holiday in Reno, Nevada, U.S.A.
8.13 Enurement. This Agreement is intended to bind and enure to the benefit of
the Company, its successors and assigns, and the Director and the personal legal
representatives of the Director.
8.14 Counterparts. This Agreement may be executed in several counterparts, each
of which will be deemed to be an original and all of which will together
constitute one and the same instrument.
8.15 Currency. Unless otherwise provided, all dollar amounts referred to in this
Agreement are in lawful money of the United States of America.
8.16 Electronic Means. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the effective date of this Agreement.
8.17 Proper Law. This Agreement will be governed by and construed in accordance
with the law of Nevada. The parties hereby attorn to the jurisdiction of the
Courts in the State of Nevada.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
FIRST LIBERTY POWER CORP.
Per:
-----------------------------------
Authorized Signatory
/s/ Xxxx X. Xxxx
---------------------------------------
XXXX X. XXXX
May 3, 2010
