AGREEMENT FOR SERVICES
THIS AGREEMENT is made this 18th day of March, 1999
BETWEEN:
International Gold Corporation, a Nevada corporation having an office at 0000
Xxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 (hereinafter
"INT");
and
AuRIC Metallurgical Laboratories, LLC, a Utah limited liability company having
an office at 0000 Xxxx Xxxxxxxxx Xxx, Xxxx Xxxx Xxxx, Xxxx 00000 (hereinafter
"AURIC").
WHEREAS:
A. INT hereby engages AURIC to perform the Services described on Exhibit A
attached and as per provisions of this agreement;
B. INT will execute a License agreement with Geneva Resources, Inc. to obtain
a valid license to utilize Technology, Know-how, and the Precious Metals
Recovery Process and Assay Process owned by Geneva Resources, Inc.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration for common
shares and cash remuneration according to Exhibit A to this agreement and other
good and valuable consideration the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. Services, Compensation, and Time for Completion. INT hereby engages
AURIC to perform the Services described on Exhibit A attached hereto
(the "Services"). The compensation payable to AURIC, and the time for
commencement and completion of the Services, are also described in
Exhibit A. The Services shall be performed in accordance with the
specific provisions of Exhibit A and the General provisions of this
Agreement.
2. Independent Contractor. In providing Services pursuant to this
Agreement, AURIC shall act as an independent contractor at all times.
Nothing in this Agreement shall create or constitute an
employer/employee relationship or partnership between the parties.
Furthermore, no employee or agent to AURIC shall be treated or
considered as an employee or agent of INT. AURIC shall have no power
to bind or commit INT to any obligation with respect to a third party.
More specifically, the following factors shall apply to AURIC's performance
of Services under this Agreement:
a. Subject only to the scope of work and time requirements set forth
in Exhibit A, AURIC shall have control as to when, where, and how
it will perform the Services.
b. AURIC shall be free to work for other parties, subject to the
confidentiality requirements of Paragraph 5 below.
c. AURIC shall furnish all tools, materials, services, and other
equipment required to perform the Services with the exception of
subcontracts to Dames and Xxxxx, independent assay laboratories,
check assay laboratories, and all non-AURIC consulting services
related costs pursuant to Phase 4 referred Exhibit A to this
agreement including all Phase 4 construction, start-up, and
operating costs which shall be the responsibility of INT.
d. AURIC shall pay all federal and State withholdings taxes, SHS
premiums, unemployment insurance premiums, and other government
charges for itself and any employees of AURIC.
e. AURIC will maintain an independent business license or
registration with appropriate local or State authorities.
3. Qualifications and Assignment. AURIC represents that it is fully
experienced and properly qualified to perform the Services, and that it is
properly licensed, equipped, organized, and financed to perform the Services.
AURIC shall furnish competent and skilled personnel to perform the Services
including the direct services of Xxxxx Xxxxxxx and Xxxx Xxxxxxxxx throughout all
four phases referred in Exhibit A to this agreement. AURIC will not assign its
rights and obligations under this Agreement without the prior written consent of
INT.
4. Performance of Work. AURIC shall perform the Services in a good and
professional manner, in accordance with good and recognized standards, methods,
practices, and principles employed in the industry for similar work, and in
accordance with the terms of this Agreement and all applicable codes, laws, and
regulations. Prior to commencement of Services, AURIC shall obtain all local,
state, and federal permits required for performance of its work; INT shall
cooperate with AURIC in obtaining permits that require the authorization of INT.
AURIC shall comply with all requirement of the State Industrial Insurance
System. AURIC shall promptly pay for all labor and services and ensure that any
lien against INT's property caused by AURIC or its subcontractors are withdrawn
within seven (7) days of receiving notice of the lien.
5. Confidentiality and Ownership of Work. All results of the Services
including, without limitation, all data, plans, specifications, reports,
estimates, calculations, summaries, models, samples, and technical information
specific to INT, shall be kept strictly confidential by AURIC and will not be
revealed, published, or disclosed to any person, organization, or entity without
the prior written consent of INT. AURIC will ensure that its employees, agents,
and subcontractors, if any, are bound by this requirement of confidentiality.
AURIC shall not make, nor permit its employees, agents and subcontractors to
make, any public announcements or publicity releases relating to the Services
without the prior written approval of INT. Information relating those items
obtained by License through Geneva Resources, Inc., are excluded from ownership
by INT.
INT shall have access to all work in progress and all records of AURIC
pertaining to the Services throughout the term of this Agreement subject to
restrictions obtained by License through Geneva Resources, Inc., and AURIC shall
cooperate with INT in all reasonable ways in providing access to such work in
progress and records pertaining thereto.
6. Indemnity and Insurance. AURIC shall defend, indemnify, and hold INT
harmless from all claims, demands, and liabilities arising from AURIC's
performance of the Services. During the term of this Agreement AURIC shall
maintain in good standing a policy of liability insurance protecting AURIC and
INT in the amount of $2,000,000.00 for injury or death of persons and
$5,000,000.00 for destruction or damage to property.
AURIC shall also defend, indemnify, and hold INT harmless from any claims
or damages arising from AURIC's use of technology, equipment, or other
proprietary or patented information obtained from third parties.
AURIC hereby releases and discharges INT, their officers, directors,
employees, successors and assigns from and against any and all liability,
damages, costs, expenses, actions, or claims, arising from damage to or
destruction of any equipment of AURIC used in connection with the performance of
their Services.
7. Miscellaneous Provisions.
a. Binding Effect. This Agreement shall inure to the benefit of and
be binding upon the parties hereto, their respective heirs,
executors, administrators, successors, and assigns.
b. Entire Agreement. This Agreement terminates and replaces all
prior agreements, either written, oral or implied between the
parties hereto, and constitutes the entire agreement between the
parties.
b. Applicable Law. The terms and provisions of this Agreement shall
be interpreted in accordance with the laws of the State of Utah.
c. Legal Actions. Should any action be brought to enforce any term
of this Agreement, whether in law or in equity, such action shall
be brought in a court of competent jurisdiction within the State
of Utah. The prevailing party shall be entitled to all reasonable
costs and attorney fees incurred in any such action, plus 8%
interest per annum from the date of loss.
8. DOMICILIUM
The parties hereby choose DOMICILIUM citandi et executandi for
all purposes under this agreement at the addresses set out below,
and either party may at any time change its DOMICILIUM to any
other address (not being a post office box or poste restante) on
not less than ten (10) days written notice to such effect to the
other party;
8.1 AURIC
0000 Xxxx Xxxxxxxxx Xxx,
Xxxx Xxxx Xxxx, Xxxx 00000
8.2 IGCO
0000 Xxxxxxxx Xxxx, Xxxx X,
Xxxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
International Gold Corporation,
a Nevada corporation
By: /s/ Xxxx Xxxxxx
------------------------------------
Xxxx Xxxxxx, President
AuRIC Metallurgical Laboratories, LLC.,
a Utah company
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx, Manager
EXHIBIT A
to the
Agreement for Services
between INT and AURIC
SCHEDULE OF SERVICES AND COMPENSATION
[TABLE ON FILE]
1. Modification of Services. INT shall have the right at any time to
require reasonable changes or alterations in and to the Services. AURIC shall
promptly submit its best estimate of the effect of the change or alteration of
the cost of the Services and the schedule for performance of the Services. If
AURIC's submission is accepted by INT, INT shall promptly prepare and deliver to
AURIC an amendment signed by INT and direct that the change or alteration be
made on the agreed terms. AURIC shall sign the amendment and shall fully comply
with the terms of the amendment.
2. Detailed Description of Services
Phase 1 - BLACK HAWK ORE ANALYTICAL PROCEDURES DEVELOPMENT
----------------------------------------------------------
* Phase 1, Task 1 - Refractory ore evaluation
* Phase 1, Task 2 - Fire and chemical assay procedures development and
Optimization
* Phase 1, Task 3 - Verification of scientific validity of developed
procedures
* Phase 1, Task 4 - Performance of verified procedures (Phase 1, task 3) on a
large enough sample group to determine repeatablity
* Phase 1, Task 5 - Verification of the repeatability of the fire and
chemical assay procedures
* Phase 1, Task 6 - Establishment of the Phase 1, Task 5 procedures at an
independent assay lab
Phase 2 - BLACK HAWK ORE EXTRACTION PROCEDURES DEVELOPMENT (1)
--------------------------------------------------------------
* Phase 2, Task 1 - Refractory ore evaluation
* Phase 2, Task 2 - Sequential extraction tests
* Xxxxx 0, Xxxx 3 - Verification of extraction method
* Phase 2, Task 4 - Bench scale testing
Phase 3 - BLACK HAWK ORE EXTRACTION PROCEDURES DEVELOPMENT (2)
--------------------------------------------------------------
* Phase 3, Task 1 - Pilot scale testing
* Phase 3, Task 2 - Verification of pilot scale testing results
Phase 4 - BLACK HAWK ORE EXTRACTION PROCEDURES DEVELOPMENT (3)
--------------------------------------------------------------
* Phase 4, Task 1 - On-site pilot scale testing
3. Commencement and Completion of Work. The estimated time for completion
of the Services through Phase 3 is July 1, 1999. AURIC agrees to commence the
Services on or before October 1, 1998. Extensions for any task in any phase must
be agreed to in writing by INT. TIming of Phase 4 tasks shall be determined by
AURIC and INT during the completion of Phase 3 tasks.
4. Compensation. In consideration of the Services performed by AURIC, INT
shall provide payment as per the Schedule of Services and Compensation located
in Exhibit A to this Agreement.
5. Custodian of Technology. Prior to the completion of all tasks in all
phases of this agreement, all information developed by AURIC during each task in
each phase including any and all detail relating to metallurgical recovery and
assay technique shall be transferred in trust to Dames and Xxxxx as
subcontractor to AURIC for the purposes of retaining a detailed backup record
of developed technologies by AURIC. The transfer of information from AURIC to
Dames and Xxxxx shall be complete in detail and all aspects of each task in each
phase, and AURIC shall ensure that Dames and Xxxxx fully understand all elements
and aspects of any proprietary information, techniques, and any other aspects.
6. Reports, Conclusions, and Developed Work. The results and conclusions of
AURIC's Services for each task and phase shall be set forth in a final report in
format and detail commensurate and appropriate to each task and phase. Reports
and conclusions will be provided to INT.
5. Notices and Payments. All notices and payment required by the Agreement
for Services and this Exhibit A shall be sent to the following addresses:
TO INT: 0000 Xxxxxxxx Xxxx, Xxxx X,
Xxxxxxxxxx, XX 00000
TO AURIC: 0000 Xxxx Xxxxxxxxx Xxx,
Xxxx Xxxx Xxxx, Xxxx 00000
