CORPORATE DEVELOPMENT CONSULTING SERVICES AGREEMENT
EXHIBIT
4.1
CORPORATE
DEVELOPMENT CONSULTING SERVICES AGREEMENT
CONSULTING
SERVICES AGREEMENT (this “Agreement”) is entered into as of January 15th, 2008
by and between CanAm
Uranium Corp., a Nevada corporation (the “Company”), and Xxxxxxx X. Xxxxxx (the
“Consultant”).
RECITALS
A.
The
Company desires to be assured of the association and services of Consultant
and
to avail itself of Consultant’s experience, skills, abilities, knowledge and
background to advise the Company with respect to those duties normally
associated with Corporate Development consultant of a corporation and is
therefore willing to engage Consultant upon the terms and conditions set forth
herein; and
B. Consultant
agrees to be engaged and retained by the Company upon the terms and conditions
set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and the covenants, agreements and
obligations set forth herein and for other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
covenant and agree as follows:
1. Consulting
Services.
Consultant
shall provide consulting services for a minimum of twenty-four (24) hours per
week to the Company with respect to those duties normally associated with
Corporate Development.
2.
Term.
The
term of this Agreement shall commence as of the date hereof and shall be
effective a period of one (1) year (the “Term”). This agreement may be extended
under the same terms by mutual agreement between Consultant and the
Company.
3.
Dedication
of Resources.
Consultant shall devote such time, attention and energy as is necessary to
perform and discharge the duties and responsibilities under this Agreement
in an
efficient, trustworthy and professional manner.
4.
Standard
of Performance.
Consultant shall use its best reasonable efforts to perform the Consulting
Services as an advisor to the Company in an efficient, trustworthy and
professional manner. Consultant shall perform the Consulting Services to the
sole satisfaction of, and in conjunction and cooperation with, the Company.
5.
Compensation.
5.1 The
Company shall
pay to
Consultant (1,000,000) shares of S-8 options (price to be determined) and
1,000,000 S-8 shares and 5000.00 dollars per month immediate upon the execution
of this Agreement by the parties hereto, in exchange for performance of the
Consulting Services.
5.2 Consultant
shall be reimbursed for all traveling and other expenses actually and properly
incurred by Consultant in connection with carrying out the duties arising
hereunder and directly related to activities carried out on the Company’s behalf
as long as such expenses have been approved by the Company in advance; provided
always that for all such expenses Consultant shall furnish to the Company
statements and vouchers as and when required by the Company.
6.
Registration
of the Shares.
Commencing on the date hereof, the Company shall use its best efforts to
promptly register the Shares pursuant to the Securities Act of 1933, as amended
(the “Securities Act”), on Securities and Exchange Commission (“SEC”) Form S-8,
provided the Consultant and the Company agree on the terms of a lock-up
agreement. Consultant hereby covenants that if he becomes a director, officer,
holder of ten percent (10%) of the equity and/or voting securities of the
Company or becomes an “affiliate” of the Company (for the purposes of this
Agreement, “affiliate” shall mean an affiliate of, or person affiliated with, a
specified person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the person specified), he will not offer to sell or resell the Shares registered
on Form S-8, except pursuant to the resale provisions of the Securities Act
applicable to affiliates who hold “control securities.”
7.
Disclosure.
Consultant represents that Consultant has had an opportunity to ask questions
and receive answers from the Company regarding the business, properties,
prospects and financial condition of the Company. All such questions have been
answered to the full satisfaction of Consultant.
8.
Subscription
for Shares.
The
Company is offering and selling the Shares to Consultant pursuant to Reg D,
promulgated pursuant to the Securities Act, and pursuant to a Subscription
Agreement containing representations, warranties and other terms required for
a
sale of securities to an “accredited investor,” within the meaning of SEC Rule
501(a).
9. Confidential
Information and non-competition.
9.1 Consultant
recognizes and acknowledges that by reason of performance of Consultant’s
services and duties to the Company (both during the Term and before or after
it)
Consultant has had and will continue to have access to confidential information
of the Company and its affiliates, including, without limitation, information
and knowledge pertaining to mineral properties, ideas, proprietary information
and relationships between the Company and its affiliates, suppliers and others
who have business dealings with the Company and its affiliates (“Confidential
Information”). Consultant acknowledges that such Confidential Information is a
valuable and unique asset and covenants that it will not, either during or
for
three (3) years after the term of this Agreement, disclose any such Confidential
Information to any person for any reason whatsoever or use such Confidential
Information (except as its duties hereunder may require) without the prior
written authorization of the Company, unless such information is in the public
domain through no fault of the Consultant or except as may be required by law.
Upon the Company’s request, the Consultant will return all tangible materials
containing Confidential Information to the Company.
9.2 For
a
period of three (3) years after the termination or expiration of this Agreement,
Consultant
will
not, without the express written consent of the
Company,
directly or indirectly, in any geographic area where Company’s products or
services are then marketed, sold, distributed or provided: (i) distribute or
propose to distribute Competing Products (ii) provide or propose to provide
Competing Services; (iii) design or develop Competing Products or Competing
Services; or (iv) work for or with, or provide services or information to,
any
natural persons or entity that competes with the Company’s business.
10.
Indemnification
of Consultant. The
Company shall and hereby agrees to indemnify and save harmless the Consultant
from and against all claims and demands of any nature or kind whatsoever brought
against the Consultant as a result of its performance in good faith of the
duties and obligations required of him hereunder.
11.
Relationship.
This
agreement does not create, and shall not be construed to create, any joint
venture or partnership between the parties, and may
not
be construed as an employment agreement. No
officer, employee, agent, servant, or independent contractor of Consultant
nor
its affiliates shall at any time be deemed to be an employee, agent, servant,
or
broker of the Company for any purpose whatsoever solely as a result of this
Agreement, and Consultant shall have no right or authority to assume or create
any obligation or liability, express or implied, on the Company’s behalf, or to
bind the Company in any manner or thing whatsoever.
12.
Notices.
Any
notice required or desired to be given under this Agreement shall be in writing
and shall be deemed given when personally delivered, sent by an overnight
courier service, or sent by certified or registered mail to the following
addresses, or such other address as to which one party may have notified the
other in such manner:
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If
to the Company:
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00
Xxxx Xxxxxxxx Xxxxxx
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Xxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
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If
to the Consultant:
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Xxxxxxx
X Xxxxxx
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000
Xxxx 00xx
Xxxxxx
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Xxxxxxxxx
XX X0X 0X0
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13.
Applicable
Law.
The
validity, interpretation and performance of this Agreement shall be controlled
by and construed under the laws of the State of Washington.
15.
Severability.
The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provisions of this Agreement.
16.
Waiver
of Breach.
The
waiver by either party of a breach of any provision of this Agreement by the
other shall not operate or be construed as a waiver of any subsequent breach
by
such party. No waiver shall be valid unless in writing and signed by an
authorized officer of the Company or Consultant.
17.
Assigns
and Assignment. This
Agreement shall extend to, inure to the benefit of and be binding upon the
parties hereto and their respective permitted successors and assigns;
provided,
however,
that
this Agreement may not be assigned or transferred, in whole or in part, by
the
Consultant except with the prior written consent of the Company.
18.
Entire
Agreement.
This
Agreement contains the entire understanding of the parties with respect to
its
subject matter. It may not be changed orally but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
19.
Counterparts.
This
Agreement may be executed by facsimile and in counterparts each of which shall
constitute an original document, and both of which together shall constitute
the
same document.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.
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The
Company:
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By:
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Name:
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Title:
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The
Consultant:
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By:
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Name:
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Xxxxxxx Xxxxxx | ||||
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Title:
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Consultant | ||||
