CONSULTING SERVICES AGREEMENT
Exhibit
10.1
THIS
CONSULTING SERVICES AGREEMENT
(this
“Agreement”) is entered into as of the 23rd day of June 2008,
BETWEEN:
Silver
Reserve Corp., a Delaware corporation (herein called the “Corporation”) and
1408943
Alberta Ltd., an Alberta corporation (herein called “Consultant”).
RECITALS:
|
A.
|
The
Corporation wishes to engage the Consultant to assist the Corporation
with
its efforts to advance and manage the exploration and development
of the
mineral properties owned by the
Corporation.
|
|
B.
|
The
Consultant wishes to accept this engagement by the
Corporation.
|
|
C.
|
The
Corporation’s shares of common stock are traded on OTC Bulletin Board®
under the symbol “SLVV.”
|
NOW
THEREFORE,
in
consideration of the mutual covenants and agreements contained in this Agreement
and other good and valuable consideration, the parties agree as
follows:
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1.
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DEFINITIONS
|
In
this
Agreement,
“Agreement”
means
this agreement as it may be amended from time to time.
“Compensation”
means
amounts set out in Section 4 hereof.
“Confidential
Information”
means
all confidential or proprietary information about the Corporation, including,
without limitation including information about the properties of the
Corporation, drilling results, results of exploration programs, information
about investments in the Corporation and/or potential investments, information
about business combinations and transactions, information about Corporation’s
investors and other information that has not been released to the public or
is
not publicly known about the Corporation;
“Expenses”
means
amounts set out in Section 5 hereof.
“Term”
means
the period commencing June 23, 2008 and terminating in accordance with Section
11 hereof.
| 2. |
REPRESENTATION
AND WARRANTIES
|
Each
of
the Corporation and the Consultant hereby covenant, represent and warrant to
each other as follows:
| (a) |
They
have all of the necessary power, authority and capacity to enter
into this
Agreement.
|
| (b) |
This
Agreement will constitute valid and binding obligations of each of
the
parties enforceable against each of them as is applicable in accordance
with the terms hereof.
|
| 3. |
ENGAGEMENT
OF THE CONSULTANT - SCOPE OF
RESPONSIBILITIES
|
Consultant
shall perform the following services subject to the supervision of the Board
of
Directors of the Corporation.
|
·
|
The
duties and responsibilities of the Consultant shall include overseeing
the
Corporation’s administration and
promotion.
|
|
·
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Assure
that the Corporation is meeting all regulatory compliance and reporting
matters as required under any applicable securities legislation or
exchange regulation.
|
|
·
|
Assure
that all officers, directors, consultants and employees are conducting
them selves in compliance with the Corporation’s Corporate Governance
Manual.
|
|
·
|
Work
with other consultant’s engaged by the Corporation and with the officers
of the Corporation to advise the Corporation on business plan development;
|
|
·
|
Provide
the services of Xxxxx Xxxxxxx to act as President of the Corporation
such
that Xx. Xxxxxxx will carry out the responsibilities of the President
as
provided in the Corporation’s by-laws and in compliance with the
Corporation’s corporate governance manual and as further specified by the
Company’s board or directors;
|
|
·
|
Work
with other officers and staff of the Corporation in assessing the
merits
of acquiring or disposing of mineral properties or other
assets.
|
|
·
|
The
Consultant will oversee the preparation and review of the Corporation’s
budgets.
|
|
·
|
The
Consultant shall perform faithfully the duties assigned to it to
the best
of its ability.
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| 4. |
COMPENSATION
|
The
Corporation agrees to compensate the Consultant as follows for the services
provided hereunder:
|
(a)
|
Eight
thousand five hundred dollars ($8,500) per
month.
|
|
(b)
|
In
his capacity as President of the Corporation Xx. Xxxxxxx shall be
entitled
to three weeks of vacation (to be taken at the his discretion, so
long as
not inconsistent with the reasonable business needs of the
Corporation) and
company holidays in accordance with the Corporation's policies in
effect
from time to time for its senior executive officers. During said
holidays
and vacations, Xx. Xxxxxxx shall be available by phone or e-mail
or will
have delegated to a person on the Corporation’s Board of Directors or
otherwise directly or indirectly employed by the Corporation who
will
accept Xx. Xxxxxxx’ responsibilities during his
absence.
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2
| 5. |
EXPENSES
|
The
Corporation will reimburse the Consultant for all reasonable business expenses
actually incurred and paid by the Consultant to third parties during the Term
in
the performance of the Consultant’s services under this Agreement, upon
presentation of expense statements and receipts or such other supporting
documentation as the Corporation may reasonably require. Expenses shall be
reimbursed in accordance with the Corporation’s policies and procedures.
Employees of the Consultant shall travel coach class domestically and business
class internationally, subject to flight availability.
| 6. |
TERMS
OF PAYMENT
|
Fees
and
expenses will be billed monthly by the Consultant to the
Corporation.
| 7. |
NATURE
OF RELATIONSHIP
|
The
parties acknowledge and agree, solely with respect to the rights and obligations
of the Consultant under this Agreement, as follows:
|
(a)
|
the
relationship of the Consultant to the Corporation is that of an
independent contractor; and
|
|
(b)
|
the
Corporation and the Consultant are not partners or joint venturers
with
each other.
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| 8. |
NO
CONFLICTS OF INTEREST
|
The
Consultant will not engage in any business or other transaction or have any
financial or other personal interest, which is incompatible with the performance
by the Consultant of the duties under this Agreement in the manner contemplated
by this Agreement.
The
Corporation acknowledges that the Consultant will provide from time to time
similar services for other parties in the mining business which shall not be
considered a conflict of interest or violation of this provision, subject to
the
discharge of the Consultant’s obligations under this Agreement and in particular
those related to confidentiality.
| 9. |
NO
USE OF CONFIDENTIAL
INFORMATION
|
During
and at all times after the Term, Consultant will keep confidential all
Confidential Information and will not use for the benefit of the Consultant,
its
employees or others (except in connection with the business and affairs of
the
Corporation in the course of providing services hereunder) any Confidential
Information and will not disclose Confidential Information to any person except
in the course of providing services under this Agreement to a person who is
employed by the Corporation or with the Corporation’s prior consent. Consultant
represents and warrants to the Corporation that Consultant has experience with
publicly held corporate clients and will not engage in xxxxxxx xxxxxxx or
otherwise violate the securities laws using Confidential
Information.
The
foregoing prohibition will not apply to any Confidential Information
if:
3
|
(a)
|
the
Confidential Information is available to the public or in the public
domain at the time of disclosure or use,
or
|
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(b)
|
disclosure
is required to be made by operation of law, in which case the Consultants
will notify the Corporation immediately upon learning of that requirement;
or
|
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(c)
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disclosure
is made with the Corporation’s prior written
approval.
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| 10. |
NO
AUTHORITY TO BIND THE
CORPORATION
|
Without
limiting the provisions of Section 3, the Consultant, in its capacity as
Consultant under this Agreement, has no authority to act on behalf of, or to
hold itself out to be an agent of the Corporation or to bind the Corporation
to
perform any obligations to any third party and the Consultant will, as
appropriate, so inform all third parties with whom the Consultant deals in
the
performance of its services. The Consultant will not use the name of the
Corporation in any advertisement or promotional or marketing material or,
without the use of any such name, suggest or imply in any such material that
the
Consultant has a relationship with the Corporation other than that established
by this Agreement, unless otherwise agreed to in writing by the
Corporation.
Notwithstanding
the foregoing, Xxxxx Xxxxxxx, in his capacity as President of the Corporation,
shall have authority to bind the Corporation and otherwise fulfil his
responsibilities as President, as provided in the Corporation’s by-laws and as
specified by the Corporation’s board of directors.
| 11. |
TERM
AND TERMINATION
|
The
Term
of this Agreement shall be for a one (1) year and shall automatically renew
from
year to year unless terminated.
Either
party may terminate this Agreement at anytime on 90 days’ prior written
notice.
A.
This
Agreement may be terminated upon five (5) days’ prior written notice by the
Corporation as follows if:
|
i.
|
Xxxxx
Xxxxxxx is unable to provide his services as President of the Corporation
or the consulting services by reason of permanent illness, disability,
incapacity or death.
|
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ii.
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Breach
or default of any obligation of Xxxxx Xxxxxxx or the Consultant pursuant
to Section 9, of this
Agreement.
|
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iii.
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Breach
or default by Xxxxx Xxxxxxx or the Consultant of any other material
obligation in this Agreement, which breach or default is not cured
within
five (5) days of written notice from the
Corporation.
|
B.
This
Agreement may be terminated upon five (5) days prior written notice by
Consultant as follows:
4
|
i.
|
Breach
or default of any material obligation of the Corporation, which breach
or
default is not cured within five (5) days of written notice from
Consultant.
|
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ii.
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If
the Corporation files for protection under the federal bankruptcy
laws, or
any bankruptcy petition or petition for receiver is commenced by
a third
party against the Corporation, any of the foregoing remains undismissed
for a period of sixty (60) days.
|
At
6-month intervals during the Term, the chairman of the Board of Directors of
the
Corporation, along with two directors to be named by the chairman of the Board,
will conduct a performance review (a “Review”) of Consultant and may adjust the
compensation paid pursuant to this Agreement accordingly.
In
the
event that this Agreement is terminated, Xxxxx Xxxxxxx agrees to resign as
President of the Company.
| 12. |
NOTICE
|
Any
notice or communication to be given or made under this Agreement must be in
writing and addressed as follows:
| (a) |
if
to the Corporation
|
0000
Xxxxxxxx Xxx
Xxxxx
000X
Xxxx,
Xxxxxx 00000
Phone:
000-000-0000
Fax:
000-000-0000
| (b) |
if
to the Consultant
|
1408943
Alberta Ltd.
0000
Xxxxxxx Xx. X.X.
Xxxxxxx,
Xxxxxxx X0X 0X0
ATT:
Xxxxx Xxxxxxx
Phone:
000-000-0000
and
will
be deemed to be properly given or made on the earliest of the
following:
(a) actual
delivery;
(b) 48
hours
after being sent by commercial courier service; or
(c) the
day
following which any telegram or telecopier message is sent.
Notice
of
change of address for the purpose of notice will also be governed by this
section.
5
| 13. |
ASSIGNMENT
|
This
Agreement may not be assigned by any party, without the prior written consent
of
the other party, and in the case of the Consultant, without prior written
consent of the Board of Directors of the Corporation. Consultant may not provide
a substitute for the responsibilities to be carried out by Xxxxx Xxxxxxx
hereunder without the prior written consent of the Corporation.
| 14. |
HEADINGS
|
The
inclusion of headings in this Agreement is for convenience of reference only
and
is not to affect construction or interpretation.
| 15. |
INVALIDITY
OF PROVISIONS
|
Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction will, as to that jurisdiction, be ineffective to the extent of
the
prohibition or unenforceability without invalidating the remaining provisions
of
this Agreement, and any prohibition or unenforceability of that provision in
any
other jurisdiction. For any provision severed there will be deemed substituted
a
like provision to accomplish the intent of the parties as closely as possible
to
the provision as drafted, as determined by any court or arbitrator having
jurisdiction over any relevant proceeding, to the extent permitted by the
applicable law.
| 16. |
WAIVER,
AMENDMENT
|
Except
as
expressly provided in this Agreement, no amendment or waiver of this Agreement
will be binding unless executed in writing by the party to be bound. The failure
of either party at any time to require performance by the other party of any
provisions of this Agreement will in no way affect the right of that party
to
require performance of any other provisions. No waiver of any provision of
this
Agreement will constitute a waiver of any other provision nor will any waiver
of
any breach of any provision of this Agreement be construed as a waiver of any
continuing or succeeding breach of such provision unless otherwise expressly
provided.
| 17. |
CURRENCY
|
All
amounts in this Agreement are stated and will be paid in U.S.
currency
| 18. |
GOVERNING
LAW
|
This
Agreement is to be governed by and construed in accordance with the laws of
the
State of Nevada.
| 19. |
ARBITRATION
|
Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Reno, Nevada, in accordance with the
rules of the American Arbitration Association then in effect by an arbitrator
selected by both parties within 10 days after either party has notified the
other in writing that it desires a dispute between them to be settled by
arbitration. In the event the parties cannot agree on such arbitrator within
such 10-day period, each party shall select an arbitrator and inform the other
party in writing of such arbitrator's name and address within 5 days after
the
end of such 10-day period and the two arbitrators so selected shall select
a
third arbitrator within 15 days thereafter; provided, however, that in the
event
of a failure by either party to select an arbitrator and notify the other party
of such selection within the time period provided above, the arbitrator selected
by the other party shall be the sole arbitrator of the dispute. Each party
shall
pay its own expenses associated with such arbitration, including the expense
of
any arbitrator selected by such party and the Company will pay the expenses
of
the jointly selected arbitrator. The decision of the arbitrator or a majority
of
the panel of arbitrators shall be binding upon the parties and judgment in
accordance with that decision may be entered in any court having jurisdiction
thereover in the United States or Canada. Punitive damages shall not be awarded.
The arbitrator shall be authorised to order specific performance or other
equitable relief in the event that the Executive breaches this
Agreements.
6
IN
WITNESS WHEREOF the Corporation and the Consultants have executed this Agreement
as of the date first above written.
| SILVER RESERVE CORP. | 1408943 ALBERTA LTD. |
| By: /s/Xxxx Xxxxxxxxxx | By: /s/ Xxxxx Xxxxxxx |
|
Xxxx
Xxxxxxxxxx
|
Xxxxx
Xxxxxxx
|
|
Title:
CEO
|
Title:
Director
|
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