MINE CLEARING CORP. MANAGEMENT AGREEMENT
THIS
MANAGEMENT AGREEMENT dated for reference Nov18, 2008 is between Mine Clearing Corp., a Nevada
corporation (“MCC”) with
an office at Suite 417 – 0000 0xx Xxxxxx,
Xxxxxxx, Xxxxxxx, X0X 0X0, Xxxxxx, and Xx Xxxxxxxxxx of 000 Xxxx Xxxxxxxx,
Xxxxxxxx Xxx, Xxxxxxx, X0X 0X0, Xxxxxx.
WHEREAS
Xx Xxxxxxxxxx has recognized experience and contacts of benefit to MCC, AND WHEREAS Xx Xxxxxxxxxx
agreed to be engaged to provide services as Vice President - Industry
Development to MCC, 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
Xxxxxxxxxx brings his demining industry contacts and experience
expertise to MCC in connection with its desired business and Xx Xxxxxxxxxx
agrees to provide such services for the term of this
agreement.
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2.
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Compensation. MCC
will pay Xx. Xxxxxxxxxx US$2,500 dollars per month for the term of this
agreement. A salary review will be conducted following a 3 month
probationary period. Additional salary reviews will be conducted
bi-annually or on an as needed basis. Should MCC adopt a stock
option plan Xx. Xxxxxxxxxx will be ensured enrolment in such plan
commensurate with his position and service to
MCC.
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3.
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Expenses. MCC will
reimburse Xx Xxxxxxxxxx for any reasonable out-of-pocket expenses that he
incurs in fulfilling the terms of this agreement, including reimbursement
for office expenses (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 November 18, 2008 and will expire on November 17,
2010.
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5.
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Severance. Should
MCC sever Xx Xxxxxxxxxx from his executive positions without cause, Xx
Xxxxxxxxxx will be entitled to 2 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
Xxxxxxxxxx will hold in the strictest confidence any information about MCC
or any other affiliated entity that he acquires in the performance of his
duties under this agreement or otherwise, unless MCC or an affiliate has
publicly disclosed the information or authorized Xx Xxxxxxxxxx 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 Xxxxxxxxxx’x position as Vice President – Industry
Development. Xx Xxxxxxxxxx acknowledges the importance and
value of confidential information, that the unauthorized disclosure of any
confidential information could cause irreparable harm to MCC or its
affiliates, and that monetary damages are an inadequate compensation for
Xx Xxxxxxxxxx’x breach of this agreement.
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b.
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Accordingly,
MCC 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 Xxxxxxxxxx from breaching or threatening
to breach this agreement.
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7.
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Representations and
warranties. Xx Xxxxxxxxxx represents and warrants that he has
the management skills and experience required to fulfil the duties of Vice
President – Industry Development of MCC and to advise MCC 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. MCC will only be liable to pay Xx
Xxxxxxxxxx for the 60 days unless terminated without
cause.
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9.
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No waiver. No
failure or delay of MCC in exercising any right under this agreement
operates as a waiver of the right. MCC’s rights under this agreement
are cumulative and do not preclude MCC 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 and the Province
of Alberta.
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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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/s/
Authorized Signatory
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/s/
Xx Xxxxxxxxxx
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Authorized
Signatory
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Xx
Xxxxxxxxxx
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