MANAGEMENT AGREEMENT
This
management agreement
dated
for reference 19 April 2006 is between De
Beira Goldfields Inc.,
a
Nevada corporation (“De
Beira”)
with
an office at 0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, and
Xxxxxxxx
Xxxxxxx,
of 0
Xxxx Xxxx Xxx, Xxxxxxx, Xxxxxxx Xxxxxxxxx, 0000.
Whereas
De Beira
wishes to appoint Xx. Xxxxxxx as president and chief executive officer of De
Beira , and
whereas
Xx.
Xxxxxxx has consented to the appointment of president and chief executive
officer, for
valuable consideration,
the
receipt and sufficiency of which are acknowledged, and the following mutual
promises, the parties agree that:
| 1. |
Appointment.
De
Beira appoints Xx. Xxxxxxx as of 19 April 2006 to provide his services
as
the president and chief executive officer of De Beira and his business
management expertise to De Beira in connection with its business
activities.
|
| 2. |
Compensation.
De
Beira will pay Xx. Xxxxxxx $5,000 Australian dollars per month for
the
term of this agreement.
|
| 3. |
Expenses.
De
Beira will reimburse Xx. Xxxxxxx for any reasonable out-of-pocket expenses
that he incurs in fulfilling the terms of this
agreement.
|
| 4. |
Term.
The term of this agreement will be 12 months and this agreement will
expire on April 18, 2007.
|
| 5. |
Confidentiality.
|
| a. |
Xx.
Xxxxxxx will hold in the strictest confidence any information about
De
Beira or any other affiliated entity that he acquires in the performance
of his duties under this agreement or otherwise, unless De Beira or
an
affiliate has publicly disclosed the information or authorized Xx.
Xxxxxxx
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. Xxxxxxx’x office as president and chief executive
officer.
|
| b. |
Xx.
Xxxxxxx acknowledges the importance and value of confidential information,
that the unauthorized disclosure of any confidential information could
cause irreparable harm to De Beira or its affiliates, and that monetary
damages are an inadequate compensation for Xx. Xxxxxxx’x breach of this
agreement. Accordingly, De Beira 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.
Xxxxxxx from breaching or threatening to breach this
agreement.
|
| 6. |
Representations
and warranties.
Xx. Xxxxxxx represents and warrants that he has the management skills
and
experience required to fulfil the duties of president and chief executive
officer of De Beira and to advise De Beira on its business
activities.
|
| 7. |
Termination.
Either party may terminate this agreement any time for any reason by
delivering a written notice of termination to the other party 30 days
before the termination date. De Beira will only be liable to pay Xx.
Xxxxxxx for the 30 days.
|
| 8. |
No
waiver.
No
failure or delay of De Beira in exercising any right under this agreement
operates as a waiver of the right. De Beira’s rights under this agreement
are cumulative and do not preclude De Beira from relying on or enforcing
any other legal or equitable right or
remedy.
|
| 9. |
Time.
Time is of the essence.
|
| 10. |
Jurisdiction.
This agreement is governed by the laws of the State of
Nevada.
|
| 11. |
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.
|
| 12. |
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.
|
| 13. |
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.
|
The
parties’ signatures
below
are evidence of their agreement.
/s/
Xxxxxxx Xxxxxx
Authorized
Signatory
/s/
Xxxxxxxx Xxxxxxx
Xxxxxxxx
Xxxxxxx
