PROFESSIONAL CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into effective as of August 1,
2001, by and between HANOVER GOLD COMPANY, INC. a Delaware corporation whose
principal business address is 000 X. Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxxxx 00000
(hereinafter referred to as "Hanover") and Providence Capital Ltd. whose
principal business address is 2nd Floor, Windward 3, Safehaven Corporate
Centre, Grand Cayman, Grand Cayman Islands, B.W.I. (hereinafter referred to as
"Consultant").
WHEREAS, Consultant has established business connections with certain
investment bankers and individuals and entities that invest in the private
sector; and
WHEREAS, Consultant has negotiated a tentative joint venture agreement
with Southwester Water Exploration Co. ("Southwestern") of Calgary, Alberta
Canadian to identify and develop deep-water aquifers in the southwest United
States; and
WHEREAS, Consultant has agreed to assign its rights to participate in the
joint venture with Southwestern;
NOW, THEREFORE, in consideration of the money to be paid to Consultant by
Hanover and of the mutual covenants and agreements set forth herein, the
parties, intending to be legally bound, agree as follows:
ARTICLE 1. SCOPE OF WORK
Consultant's designated employee, agent or affiliate shall perform, as an
independent contractor and not as an employee of Hanover. The services to be
provided include, but are not limited to, identifying potential investors for
the purpose of raising capital, completing a joint venture agreement with
Southwestern to identify and develop deep-water aquifers for purposes of
assigning such agreement to Hanover and managing the joint venture
relationship on behalf of the Company.
ARTICLE 2. TERM
The term of this Agreement shall be for two years commencing August 1, 2001.
This Agreement may be extended by written mutual consent of both parties.
Notwithstanding any other provision herein, both parties shall have the right
to terminate this Agreement at any time for whatever reason by serving a 14
(fourteen) day written notice upon the other party. After the effective date
of termination, all obligations of the parties with respect to each other
shall immediately cease and be of no further force and effect, except for any
liabilities, obligations or monies which shall have then accrued or which
arise out of the work performed hereunder. Under no circumstances shall
Consultant be entitled to incidental or consequential damages, or any claim
for lost profits as a result of any termination of this Agreement or any
action taken in good faith by Hanover.
ARTICLE 3. COMPENSATION
Hanover shall pay Consultant $8,333.00 monthly for the duration of this
Agreement, plus approved pertinent business expenses including meals, lodging
and transportation (subject to Hanover raising monies, through Consultant's
efforts, sufficient to pay such sum and expenses on a monthly basis).
Consultant shall submit itemized invoices for reimbursement at least as often
as once a month. Hanover shall review Consultant's invoices in a timely manner
and shall pay to Consultant all undisputed invoice amounts by check within
fifteen (15) days of receipt of said invoices. Hanover may withhold any
amounts in dispute, and Hanover and Consultant shall use their best efforts to
resolve such disputed amounts.
In addition Consultant shall be entitled to receive two million shares of
Hanover's common stock plus warrants for an additional two million shares. The
shares and warrants shall be escrowed at the beginning of this Agreement and
released as follows:
Upon receipt of proceeds from the offering in the amount of $500,000;
666,666 shares and warrants for 666,666 shares.
Upon receipt of additional proceeds in the amount of $1,000,000;
1,333,334 shares and warrants for 1,333,334 shares.
Irrespective of the date a warrant is issued to Consultant all warrants issued
under this Agreement shall be exercisable at $0.35 per share for up to 4 years
from August 1, 2001.
ARTICLE 4. WARRANTIES AND GUARANTEES
Consultant warrants that it will perform its services in accordance with the
highest standards of care and diligence and will use its best efforts
performing such services and be responsible to the extent of its negligence
for damages caused by such negligence.
ARTICLE 5. INDEMNIFICATION OF HANOVER
Consultant shall defend, indemnify and hold Hanover, its affiliates,
employees, and agents harmless from and against any and all, without
limitation, losses, expenses, liens claims, demands and causes of action of
every kind and character for death, personal injury, property damage, or any
other liability, damages, fines or penalties (except where reimbursements of
fines and penalties is prohibited by applicable laws) including costs,
attorneys' fees and settlements arising out of and to the extent of negligent
acts or omissions in the performance of any work under this Agreement by
Consultant, its employees, agents, or affiliates.
ARTICLE 6. INDEMNIFICATION OF CONSULTANT
Hanover will indemnify and hold Consultant harmless against any losses, claims
damages or liability to which the Consultant may become subject to insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement of any material fact
contained in any documentation prepared by Hanover or arise out of or are
based upon the omission or alleged omission to state therein a material fact
to make the statement not misleading and/or (ii) a breach by Hanover of the
representations, covenants, and warranties contained in this Agreement; and
will reimburse Consultant for legal or other expenses incurred in connection
with investigating or defending any such loss, claim or action. This
indemnification shall survive the termination of this Agreement.
ARTICLE 7. COMPLIANCE WITH LAWS
At all times while performing services hereunder, Consultant shall comply
fully with any and all laws, ordinances, rules and regulations of any and all
governmental authorities. If Consultant performs any work contrary to such
laws, ordinances, rules or regulations, it shall assume full responsibility
therefor and shall indemnify and hold harmless Hanover from and against any
costs resulting therefrom, and all additional costs attributable to any
necessary changes or corrective measures shall be solely for Consultant's own
account. Failure to observe and strictly abide by said rules, regulations and
accident prevention programs would be deemed cause for Hanover's immediate
cancellation, without penalty, of Consultant's services under this Agreement.
ARTICLE 8. CONFIDENTIALITY
Unless with the consent of Hanover Consultant shall not divulge confidential
information supplied to it by Hanover or obtained through any other source
whatever. Consultant shall exercise reasonable care in safeguarding
confidential information while in its custody or control.
ARTICLE 9. FORCE MAJEURE
The obligations of either party to this Agreement shall be suspended if either
party is prevented from complying by civil disorder war, acts of God, or
delays beyond the control of the contracting parties.
ARTICLE 10. GENERAL TERMS
This Agreement contains the entire contract between the parties hereto and
there are no
other promises, contracts, or warranties affecting it. In no event shall this
Agreement give rise to a third party beneficiary. The headings in this
Agreement shall not be
deemed be part hereof or taken into consideration in the interpretation
hereof. This Agreement may not be amended except by written instrument signed
by both parties.
The failure of Hanover to exercise or enforce any right under this Agreement
shall not constitute a release or waiver of the subsequent exercise or
enforcement of such rights.
Should any of the provisions of the Agreement be declared invalid by a court
or administrative body of competent jurisdiction, then this Agreement shall
not terminate, but shall be construed as if the invalid provision had never
been included herein.
Consultant, at all times in the performance of services, shall act as an
independent contractor and any and all individuals utilized by Consultant in
the performance of services shall be deemed to be the employees of Consultant
and not those of Hanover, and Consultant shall be solely responsible for
payment to any such individuals, as well as any required withholding or
payment to proper authorities of personal income tax for Consultant's
employees. The actual performance and management of the work of Consultant's
employees shall, at all times be under the exclusive supervision and control
of Consultant. Representatives of Hanover, however, may provide technical
direction. In no event shall the relationship of the parties be construed to
be that of principal and agent or master and servant.
Consultant agrees not to assign this Agreement or any interest or receivables
herein, whether in whole or in part, or delegate any of its respective duties
or obligations to any other party.
Consultant's representative shall be Xxx Xxxx.
Any notice given under the provisions of this Agreement by either party to the
other shall be deemed properly given if in writing and hand delivered or sent
by registered or certified airmail or by telex or electronically transmitted
facsimile subsequently confirmed by registered or certified airmail, addressed
as follows:
TO HANOVER: TO CONSULTANT:
Hanover Mining Company Providence Capital Ltd.
000 X. Xxxxxxxx Xxxx Xxx. 000 0xx Xxxxx, Xxxxxxxx 3
Xxxxxxxx, XX 00000 Safehaven Corporate Centre
Grand Cayman
Attn: Hobart Teneff President Grand Cayman Island, B.W.I.
Telephone: (000) 000-0000 Attn: Xxx Xxxx
Facsimile: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ARTICLE 11. FULL DISCLOSURE
Hanover agrees to notify Consultant, in writing, during the term of this
Agreement of any material changes (actual, contemplated or threatened) in the
financial condition or the business affairs of Hanover and/or any change
(actual, contemplated or threatened) in any material fact which is contained
in any documentation provided to Consultant.
ARTICLE 12. NO GUARANTEE
Hanover and Consultant acknowledge and agree that Consultant is not
guaranteeing the success or funding of the placement or joint venture with
Southwestern and that Consultant shall have no liability if the funding is not
completed or a joint venture cannot be negotiated with Southwestern.
This Agreement shall be interpreted and construed under the laws of the State
of Washington, without regard to conflicts-of-law provisions, and the parties
hereby submit to the jurisdiction of the courts of the State of Washington to
resolve any disputes hereunder.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
HANOVER MINING COMPANY
By:_______________________________
Hobart Teneff, President
PROVIDENCE CAPITAL LTD.
By:_______________________________
Xxx Xxxx, President
