Services and Support Agreement with Cheston Minerals (Pty) Limited dated January 1, 2006
Exhibit 10.15
Services and Support Agreement
with Xxxxxxx Minerals (Pty) Limited
dated January 1, 2006
SERVICES AND SUPPORT AGREEMENT
This Services and Support Agreement (the "Agreement") is made as of the First day of January, 2006 by and between Xxxxxxx Minerals (Pty) Limited, a South African corporation ("Xxxxxxx") with offices at 0 Xxxxxx Xxxxxx, XX Xxx 000, Xxxxxxxxx 0000, Xxxxx Xxxxxx and Eastern Goldfields, Inc., a Nevada corporation ("EGI) with principal offices at 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, XXX.
WHEREAS, through its controlling interests in its wholly owned South African subsidiary Eastern Goldfields SA (Pty) Limited and subsidiaries ("EGSA Group"), EGI is in need of administrative office space in South Africa, and
WHEREAS, Xxxxxxx is the owner of the property currently used as commercial offices at 0 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxx, and
WHEREAS, Xxxxxxx is the owner of office furniture, fittings, equipment and computers located at 0 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxx and previously utilized for the benefit of EGSA group operational and financial activities, and
WHEREAS, Xxxxxxx had previously owned and managed the gold mining business of the EGSA group from its offices at 0 Xxxxxx Xxxxxx, Xxxxxxxxx; and
WHEREAS, the parties recognize that it is to their material advantage to centralize certain administrative and financial services and that such centralized services will be most efficiently administered from the location at 0 Xxxxxx Xxxxxx, Xxxxxxxxx
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows:
1. Services to Be Provided by Xxxxxxx. Beginning on the date of this Agreement, Xxxxxxx will provide or otherwise make available to EGI and EGA Group ("EGI Group") certain general corporate services, including, but not limited to the following:
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i. |
(office space. Xxxxxxx will make available to ECI Group for its total use office space of approximately 3,000 sq. ft. situated at 0 Xxxxxx Xxxxxx which space comprises of reception area, executive offices, board room, technical office, kitchen, toilet facilities, garage, garden, etc. |
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ii. Office Equipment. Xxxxxxx will make available to EGI Group office, furniture, fittings, equipment, included but not limited to telephones, faxes internet connections, etc., and computer software previously utilized by Xxxxxxx and listed in Exhibit 1.
2. Responsibilities of Xxxxxxx.
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i. |
Insurances and property taxes. All property and contents insurance and property taxes will remain the responsibility of Xxxxxxx. |
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ii. |
Securities. The parties acknowledge that EGI may in the future become a reporting company. Because of EGI's status as a holding company currently quoted on the US exchange Pink Sheets, the parties also acknowledge that each party has a material interest in the financial statements and reports of the other to insure that accounting matters are treated consistently between the parties. Therefore, before financial statements of either party are released publicly or are included in a filing with the SEC or the Nasdaq Stock Market, such financial statements will be reviewed to ensure transactions are properly treated and at arms length in the accounting records of each party. |
3. Term. The term of this agreement shall commence on the date hereof and shall continue for a period of one year, renewable annually thereafter.
4. Compensation for Services. In consideration for the services to be provided by Xxxxxxx to EGI Group hereunder, EGI shall pay Xxxxxxx a fee of US$10,000 per month. Xxxxxxx shall invoice EGI monthly for such fee. All invoices delivered hereunder shall be due and payable monthly in arrears.
In the event Xxxxxxx is required to commit personnel on other resources in the performance of its obligations hereunder that are disproportionate to the fee set forth in this Section 3 hereof, the parties agree to negotiate in good faith to adjust the monthly fee payable or to consider in good faith payment by EGI to Xxxxxxx of a supplemental fee in addition to the scheduled monthly fee.
5. Status. Xxxxxxx shall be deemed to be an independent contractor, and except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent EGI Group.
6. Notices. All notices, xxxxxxxx, requests, demands, approvals, consents, and other communications which are required or may be given under this Agreement shall be in writing and will be deemed to have been duly given if
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delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the parties at their respective addresses set forth below:
If to Xxxxxxx:
0 Xxxxxx Xxxxxx, XX Xxx 000, Xxxxxxxxx 0000, Xxxxx Xxxxxx Attention: Chairman
If to EGI:
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, XXX Attention: President and Chief Executive Officer
7. |
No Assignment. This Agreement shall not be assignable except with the prior written consent of the other party to this Agreement. |
8. |
Applicable Law. This Agreement shall be governed by and construed under the laws of South Africa applicable to contracts made and to be performed therein. |
9. |
Paragraph Titles. The paragraph titles used in this Agreement are for convenience of reference only and will not be considered in the interpretation or construction of any of the provisions thereof. |
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument by their duly authorized officers as of the date first above written.
Xxxxxxx Minerals (Pty) Limited
By: |
/s/ |
Chairman and Chief Executive Officer Eastern Goldfields, Inc.
By: |
/s/ |
Chief Financial Officer
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EXHIBIT 1
List of Furniture, fittings office equipment and computer software
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