CONSULTING, CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
CONSULTING,
CONFIDENTIALITY AND
NON-DISCLOSURE
AGREEMENT
THIS
AGREEMENT
is
entered into this 2nd
day of
June, 2007 by and between Golden
Eagle International, Inc. (“GEII”), and
its
affiliated companies, with
its
principal place of business in Salt Lake City, Utah, and Santa Xxxx, Bolivia;
and Livstar
Management Services Inc.,
and its
affiliated companies, with its principal place of business in Road Town,
Tortola, British Virgin Islands (“Consultant”),
and
modifies an agreement between the same parties entered into on the
18th
of
April, 2007.
RECITALS:
WHEREAS,
GEII has
the need currently, and has had the need in the recent past, of the professional
consulting services of Consultant for exposure of GEII’s projects and general
business to, and critical introductions to, investors, potential joint venture
partners and others with the potential of purchasing GEII’s assets, or joint
venturing with GEII, through the cash or equity payable to GEII, for the
advancement and development of its projects; and, for other general financial,
business and negotiating advice and assistance; however, Consultant is
specifically prohibited from acting on GEII’s behalf as an agent, broker,
dealer, or representative regarding GEII’s securities; and
WHEREAS,
GEII
possesses certain properties, contracts, purchase agreements, contacts,
information, data, processes, trade secrets, intellectual property, gold, copper
and other mineral deposits, sites, claims, and other related items of a private,
confidential and proprietary nature (“Disclosed Information”), which were
unknown to Consultant prior to the disclosures made since March 1, 2007 prior
to
the signing of this Agreement, and subsequent thereto; and
WHEREAS,
all
parties hereto are desirous of protecting the rights and confidentiality of
GEII
in the Disclosed Information mentioned above, and in observing all of the laws
and regulations relative to fair disclosure of information; and
WHEREAS,
the
parties are interested in seeing Consultant receive fair and equitable
compensation for the services provided by Consultant, or to be provided by
Consultant, to GEII, and Consultant is desirous of receiving from GEII the
option to use any compensation received from GEII to purchase GEII’s common
shares solely for the purpose of becoming a GEII shareholder.
1
NOW
THEREFORE,
in
consideration of mutual promises, the signing of this Agreement and the
disclosure of the Disclosed Information, the sufficiency of which is hereby
acknowledged, the parties agree and contract as follows:
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1.
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Consulting
Services and Compensation:
GEII agrees to pay Consultant the following compensation, as well
as any
out-of-pocket expenses Consultant may have incurred, or may incur,
during
its consultancy to GEII, within 30 days of the receipt by GEII of
any
amounts contemplated below, or within 30 days of any billing by
Consultant, as fair and appropriate compensation for Consultant’s
described services:
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a.
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Nine
percent (9%) of the value, whether in cash, stock or the offset of
cash or
stock, of any and all amounts received by GEII for the sale or joint
venture, whether through debt or equity, regarding any of GEII’s assets
from any entity or individual introduced to GEII by Consultant, at
the
time that the amounts are received by GEII whether at closing or
on an
installment basis or a basis contingent on production or some other
triggering event (“Consulting Services
Fee”).
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b.
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An
hourly rate of $100 for any business advice or consulting regarding
any
aspect of GEII’s business or operations or other matters relating to the
sale or joint venturing of GEII’s assets (“Hourly
Fee”).
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c.
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Consultant
is specifically prohibited from acting on GEII’s behalf as an agent,
broker, dealer or representative for the sale or placement of GEII’s
securities.
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2.
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Consultant’s
Commitment to Purchase GEII’s Shares with Any Cash Paid to Consultant as a
Consulting Services Fee:
Consultant, as an accredited investor, agrees that it will purchase
GEII’s
restricted common shares with any cash paid to Consultant as a Consulting
Services Fee, if and when those shares are available, or enter into
a
promissory note convertible to those common shares when available,
with a
term of 6 months from the moment that Consultant would be entitled
to
compensation, (after the expiration of which Consultant may elect,
at its
sole discretion, to accept the payment owed by GEII in cash), on
the
following basis:
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a.
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As
to the Value of Any Amounts, in Cash or Stock, Given to GEII on Closing
on
the Purchase of Any of Its Assets or Commitment to Joint
Venture.
Common shares restricted pursuant to Rule 144, promulgated under
the
Securities Act of 1933, equal to the amount of the cash payment for
a
Consulting Services Fee owed by GEII to Consultant, times 75 percent
(75%)
of the average closing price of GEII’s common shares on the five trading
days prior to the date on which GEII makes its public announcement
that it
has received a commitment from any entity or individual regarding
any
transaction contemplated under Paragraph 1 above; provided, however,
that
only those GEII shares that would be equal to the above formula for
the
cash compensation to which Consultant would be entitled as a Consulting
Services Fee for the amount given at the time of closing shall be
due and
payable, and those shares shall not be due and payable to Consultant
unless and until the transaction for which GEII has received the
commitment, partially or completely, shall be consummated and a closing
shall be held.
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2
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b.
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As
to the Value of Any Amounts, in Cash, Stock or an Offset to Cash
or Stock,
Given to GEII in Installment Payments or Production
Payments.
Common shares restricted pursuant to Rule 144, promulgated under
the
Securities Act of 1933, equal to the amount of cash payment owed
by GEII
to Consultant as a Consulting Services Fee on the installment or
production payment, times 50 percent (50%) of the closing price of
GEII’s
common shares on the date that GEII receives any installment payment
or
production payment, from any entity or individual regarding any
transaction contemplated under Paragraph 1 above; provided, however,
that
those GEII shares shall not be due and payable to Consultant unless
and
until the installment or production payments pursuant to the transaction
for which GEII has received the commitment shall be received by
GEII.
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c.
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GEII’s
Requirements for Consultant to Purchase its Shares.
Consultant’s exercise of the right to purchase GEII’s shares as described
in Paragraphs 2(a) and 2(b) above will be contingent on the Consultant
executing a subscription agreement acknowledging the restricted nature
of
the shares to be purchased, Consultant’s investment intent and
Consultant’s investigation into GEII prior to exercising the right to
purchase GEII’s shares, and making other representations normally
contained in such a subscription agreement, including Consultant’s
attestation to the accuracy and completeness of such
representations.
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d.
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As
to Cash Payable to Consultant.
Consultant may require GEII to pay it in cash for any billable hours
pursuant to Paragraph 1(b), as well as, and notwithstanding Paragraphs
2(a) and 2(b) above, Consultant may demand partial payment up to
$100,000
in cash for any actual cash amount received at one time by GEII in
excess
of $3 million as compensation for the sale or joint venture of any
GEII
asset, which amount will be discounted from Consultant’s right to receive
shares as set out in Paragraphs 2(a) and 2 (b) above.
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3.
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Access
Through GEII:
Consultant hereby expressly warrants and represents that it was initially
introduced to the properties, contracts, purchase agreements, contacts,
information, data, processes, trade secrets, intellectual property,
gold
and other minerals deposits, sites, claims, and other related items
of a
private, confidential and proprietary nature (“Disclosed Information”),
which were unknown to it prior to the disclosure made prior to the
signing
of this Agreement, and subsequent thereto, by GEII; and that it will
protect GEII’s interest and will consider GEII as the exclusive source of
the Disclosed Information, and will further protect GEII’s interest as far
as any future business relationship, or any other action, it may
develop
or may take in relation to the Disclosed Information, for a period
of five
years from the date of this
Agreement.
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3
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4.
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Non-Circumvention
for Benefit:
Consultant
hereby agrees that neither it, nor any agent, employee, affiliated
company, assign or other person known to it, will directly, indirectly
or
through any third party or intermediary, circumvent, or otherwise
seek to
influence, interfere with or gain any beneficial interest or other
benefit, directly or indirectly in, to and from the Disclosed
Information.
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5.
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Non-Disclosure
and Regulation FD:
Consultant
hereby likewise agrees that it will not disclose, except if specifically
authorized in writing by the President of GEII to do so, any Disclosed
Information, or other information or opinions that it generates regarding
GEII or the Disclosed Information, to any other person, firm or
corporation, either directly or indirectly. It agrees that it has
reviewed
and understands Regulation FD (Fair Disclosure) promulgated by the
SEC,
and agrees to be bound to that Regulation in every regard with respect
to
GEII’s Disclosed Information, and that it will not act in the marketplace
on any information so disclosed.
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6.
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Jurisdiction
and Choice of Law:
The parties agree that any dispute hereunder shall be governed by
the laws
of the State of Utah, which state shall have jurisdiction over the
parties
hereto. It is also agreed that any litigation in relation to this
Agreement, or its enforcement, shall be brought only within the State
or
Federal courts located within Salt Lake County, State of Utah, and
that
the prevailing party may recover attorneys’ fees and costs of court. The
parties agree that they are subject to service of process from such
courts.
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7.
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No
Amendment:
This
Agreement may not be amended except by a writing, signed by each
of the
parties, which writing sets forth as its express purpose the amendment
of
this Agreement.
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8.
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Agreement
Term:
The term of this Agreement is 1 year; provided, however, that for
a
five-year period after the expiration of this Agreement, any positive
result, financial or other business-related transaction, or benefit,
contemplated in Paragraph 1 above, naturally flowing to GEII from
any of
Consultant’s services provided during the one-year term of this Agreement,
shall entitle Consultant to its Consulting Services Fee pursuant
to
Paragraph 1 above.
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EXECUTED
the day
and year first written above.
AGREED:
GOLDEN
EAGLE INTERNATIONAL, INC
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BY:
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/s/
Xxxxx X. Xxxxxx
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Xxxxx
X. Xxxxxx, President & CEO
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LIVSTAR
MANAGEMENT SERVICES, INC.
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BY:
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/s/Xxxxx
Xxxxxxx
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Designated
Agent
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