PEAK RESOURCES INCORPORATED MANAGEMENT AGREEMENT
PEAK
RESOURCES INCORPORATED
THIS
MANAGEMENT AGREEMENT dated for reference August 1, 2008 is between Peak Resources Incorporated, a
Nevada corporation (“Peak”) with an office at 000 –
0000xx Xxxxxx,
Xxxxxxx, Xxxxxxx X0X 0X0 and Xxxxx X. Xxxxx, of # 417 -
0000 0xx Xxx XX, Xxxxxxx, XX , X0X 0X0
WHEREAS
Xx. Xxxxx has been providing services as President, Treasurer and Chief
Financial Officer of Peak since inception, AND WHEREAS Xx. Xxxxx agreed to
continue to provide such services, FOR VALUABLE CONSIDERATION, the
receipt and sufficiency of which are acknowledged, and the following mutual
promises, the parties agree that:
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1.
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Services. Xx. Xxxxx
has been providing his services as the as President, Treasurer and Chief
Financial Officer of Peak and his business management expertise to Peak in
connection with its business activities since its inception and will
continue to provide such services for the term of this
agreement.
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2.
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Compensation. Peak
will pay Xx. Xxxxx US$5,000 dollars per month for the term of this
agreement. Salary reviews will be conducted quarterly or on an as needed
basis. Should Peak adopt a stock option plan Xx. Xxxxx will be
ensured enrolment in such plan commensurate with his position and service
to Peak.
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3.
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Expenses. Peak
will reimburse Xx. Xxxxx for any reasonable out-of-pocket expenses that he
incurs in fulfilling the terms of this agreement, including reimbursement
for office expenses (rent - $1,500 [minimum 1 year lease beginning
September 1, 2008] cell phone, internet
charges).
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4.
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Term. The term of
this agreement will be 24 months and this agreement will be deemed
effective on August 1, 2008 and will expire on July 31,
2010.
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5.
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Severance. Should
Peak sever Xx. Xxxxx from his executive positions without cause, Xx. Xxxxx
will be entitled to 6 months’ severance and any expenses owed at the time
of severance.
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6.
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Confidentiality.
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a.
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Xx.
Xxxxx will hold in the strictest confidence any information about Peak or
any other affiliated entity that he acquires in the performance of his
duties under this agreement or otherwise, unless Peak or an affiliate has
publicly disclosed the information or authorized Xx. Xxxxx to disclose it
in writing, and will use his best efforts and precautions to prevent the
unauthorized disclosure of confidential information. This
confidentiality provision survives the termination of this agreement and
Xx. Xxxxx’x office as President, Treasurer and Chief Executive
Officer. Xx. Xxxxx acknowledges the importance and value of
confidential information, that the unauthorized disclosure of any
confidential information could cause irreparable harm to Peak or its
affiliates, and that monetary damages are an inadequate compensation for
Xx. Xxxxx’x breach of this
agreement.
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b.
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Accordingly,
Peak and its affiliates may, in addition to and not in limitation of any
other rights, remedies or damages available to it in law or equity, obtain
a temporary restraining order, a preliminary injunction or a permanent
injunction in order to prevent Xx. Xxxxx from breaching or threatening to
breach this agreement.
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2 /
2
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7.
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Representations and
warranties. Xx. Xxxxx represents and warrants that he has the
management skills and experience required to fulfil the duties of
President, Treasurer, and Chief Financial Officer of Peak and to advise
Peak on its business activities.
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8.
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Termination. Either
party may terminate this agreement any time for any reason by delivering a
written notice of termination to the other party 60 days before the
termination date.
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9.
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No waiver. No
failure or delay of Peak in exercising any right under this agreement
operates as a waiver of the right. Peak’s rights under this
agreement are cumulative and do not preclude Peak from relying on or
enforcing any other legal or equitable right or
remedy.
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10.
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Time. Time is of
the essence.
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11.
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Jurisdiction. This
agreement is governed by the laws of the State of
Nevada.
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12.
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Severability. If
any part of this agreement that is held to be void or otherwise
unenforceable by a court or proper legal authority, then that part is
deemed to be amended or deleted from this agreement, and the remainder of
this agreement is valid or otherwise
enforceable.
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13.
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Notice. Any notice
required by or in connection with this agreement be in writing and must be
delivered to the parties by hand or transmitted by fax to the address and
fax number given for the parties in the recitals. Notice is
deemed to have been delivered when it is delivered by hand or transmitted
by fax.
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14.
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Counterparts. This
agreement may be signed in counterparts and delivered to the parties by
fax, and the counterparts together are deemed to be one original
document.
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THE
PARTIES’ SIGNATURES below are evidence of their agreement.
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Peak
Resources Incorporated
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/s/
Authorized Signatory
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/s/ Xxxxx X. Xxxxx
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Authorized
Signatory
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Xxxxx
X. Xxxxx
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