CONSULTING AGREEMENT
THIS AGREEMENT is dated the 25 day of June, 1996,
BETWEEN:
MINCO MINING & METALS CORPORATION
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(herein the "CLIENT")
- and -
KAISUN GROUP CANADA INC.
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(herein the "CONSULTANT")
WHEREAS the Client desires to engage the Consultant to provide services
to the Client for the term of this Agreement and the Consultant has agreed to
provide such services, all in consideration and upon the terms and conditions
contained herein;
NOW THEREFORE it is hereby agreed as follows:
1. SERVICES
The Client agrees to engage the Consultant to act as President and Chief
Executive Officer and to provide the Client with such other consulting services
as the Client and the Consultant agree upon and the Consultant has agreed to
perform and provide such services (collectively the "SERVICES").
2. TERM
Except as otherwise provided in this Agreement, the Client agrees to
engage the Consultant to provide the Services for a term commencing March 1,
1996 and ending June 25, 1999.
3. FEE
(a) The Client agrees to pay the Consultant a fee for the Services
provided by the 2 Consultant under the Agreement in the amount of $500.00 per
day payable monthly on the last day of each month to a maximum of $100,000 per
year with such amounts reviewable upon each successive anniversary dates during
the term of this Agreement.
(b) The Consultant agrees to render monthly invoices to the Client, in a
form reasonably acceptable to the Client, detailing the Services performed by
the Consultant.
(c) The Client shall be responsible for all sales taxes (including goods
and services taxes) due in respect of the fees paid to the Consultant. The fees
paid to the Consultant under this Agreement shall be increased to take into
account any applicable goods and services taxes or other sales or value added
taxes payable in respect of such fees, and all invoices provided by the
Consultant shall include the GST registration number and any other applicable
sales or value added tax registration numbers of the Consultant.
4. EXPENSES
The Client shall pay for or reimburse the Consultant for all reasonable,
ordinary and necessary expenses incurred by the Consultant in the ordinary
course of performing the Services upon presentation of proper accounts,
statements, invoices or receipts for such items.
5. INDEPENDENT CONTRACTOR
The Consultant's relationship with the Client as created by this
Agreement is that of an independent contractor for the purposes of the Income
Tax Act (Canada) and any similar provincial taxing legislation. It is intended
that the Consultant shall have general control and direction over the manner in
which its services are to be provided to the Client under this Agreement.
Nothing contained in this Agreement shall be regarded or construed as creating
any relationship (whether by way of employer/employee, agency, joint venture,
association. or partnership) between the parties other than as an independent
contractor as set forth herein.
6. TIME AND EFFORT
The Consultant shall be free to devote such portion of the Consultant's
time, energy, effort and skill as the Consultant sees fit, and to perform the
Consultant's duties when and where the Consultant sees fit, so long as the
Consultant performs the Services set out in this Agreement in a timely and
professional fashion.
7. AUTHORITY
The Consultant acknowledges that it is being retained as a consultant to
the Client and that as such it does not have the authority and cannot commit or
bind the Client to any matter, contract or negotiation without the prior
authorization of the Client.
8. COMPLIANCE
(a) The Consultant shall comply with a applicable federal, provincial
and municipal laws, rules and regulations arising out of or connected with the
performance of the Services under this Agreement by the Consultant or its
employees.
(b) The Consultant shall be responsible for all Unemployment Insurance
Contributions, Canada Pension Plan contributions, Income Tax and Workers'
Compensation payments relating to or arising out of the fees paid to the
Consultant under this Agreement and the Services performed by the Consultant or
its employees. Payments relating to any of the above shall be the responsibility
of the Consultant and shall be forwarded by the Consultant as appropriate,
directly to the government agencies involved. Proof of compliance with this
requirement shall be available to the Client upon request.
(c) In the event that any taxing authority, for whatever reason, seeks
from the Client any Unemployment Insurance Contributions, Canada Pension Plan
contributions, Income Taxes or Workers' Compensation payments, the Consultant
agrees to indemnify the Client and any of its directors, officers and employees,
for the full amount of any such contributions or payments (including any
applicable interest and penalties thereon). The Consultant further agrees that
the Client may set off an equal amount of such contributions or payments
(including any applicable interest and penalties thereon) against any fees and
expenses payable to the Consultant under this Agreement.
9. KEY PERSON
The parties acknowledge that ▇▇▇ ▇▇▇ is a key employee of the Consultant
and is integral to the successful performance of the Services by the Consultant
under this Agreement. It is acknowledged by the Consultant that ▇▇▇ ▇▇▇ will
perform all of the Services, unless the Client otherwise consents in writing.
10. SUPPORT
The Client agrees to provide such assistance and make available such
employees, office space and support to the Consultant as is reasonably necessary
to enable the Consultant to perform the Services under this Agreement.
11. CONFIDENTIAL INFORMATION
(a) The Consultant acknowledges that certain of the material and
information made available to the Consultant by the Client in the performance of
the Services (the "CONFIDENTIAL INFORMATION") will be of a confidential nature.
The Consultant recognizes that the Confidential Information is the sole and
exclusive property of the Client, and the Consultant shall use its best efforts
and exercise utmost diligence to protect and maintain the confidentiality of the
Confidential Information. The Consultant shall not, directly or indirectly, use
the Confidential Information for its own benefit, or disclose to another any
Confidential Information, whether or not acquired, learned, obtained or
developed by the Consultant alone or in conjunction with others, except as such
disclosure or use may be required in connection with the performance of the
Services or as may be consented to in writing by the Client.
(b) The Confidential Information is and shall remain the sole and
exclusive property of the Client regardless of whether such information was
generated by the Consultant or by others, and the Consultant agrees that upon
termination of this Agreement it shall deliver promptly to the Client all such
tangible parts of the Confidential Information including records, data, notes,
reports, proposals, client lists, correspondence, materials, marketing or sales
information, computer programs, equipment. or other documents or property which
are in the possession or under the control of the Consultant without retaining
copies thereof.
(c) Each of the foregoing obligations of the Consultant in this clause
shall also apply to any confidential information of customers, joint venture
parties, contractors and other entities, of any nature whatsoever, with whom the
Client or any associate or affiliate of the Client has business relations.
(d) Notwithstanding the foregoing provisions of this clause, the
Consultant shall not be liable for the disclosure or use of any of the
Confidential Information to the extent that:
(i) the Confidential Information is or becomes available to the
public from a source other than the Consultant and through
no fault of the Consultant; or
(ii) the Confidential Information is lawfully obtained by the
Consultant from a third party or a source outside of this
Agreement.
(e) The covenants and agreements contained in this clause shall survive
the termination of this Agreement.
12. OTHER SERVICES
The Consultant will be free to perform consulting and other services to
the Consultant's other clients during the term of this Agreement, provided
however, that the Consultant shall ensure that the Consultant is able to perform
the Services pursuant to this Agreement in a timely and professional fashion.
The Consultant agrees not to perform services for the Consultant's other clients
which may create a conflict of interest or interfere with the Consultant's
duties pursuant to this Agreement.
13. TERMINATION
(a) In the event that the Consultant breaches this Agreement, or
otherwise fails to perform the Services in accordance with the terms of this
Agreement, the Client may terminate this Agreement immediately and without
notice for cause. Either party may terminate this Agreement at any time, without
cause or reason, upon living 2 months advance written notice to the other.
(b) Upon termination of this Agreement:
(i) the Client's obligations to the Consultant under this
Agreement shall terminate except for the Client's obligation to pay any fees and
expenses in accordance with the terms of this Agreement, to the date of
termination; and
(ii) the Consultant's obligations to the Client under this
Agreement shall terminate except those obligations which are specifically
expressed to survive the termination of this Agreement.
14. INDEMNIFICATION
(a) The Client undertakes to, and does hereby agree to, indemnify the
Consultant and its directors. officers and employees against any and all
actions, suits, claims, costs, and demands, losses, damages and expenses which
may be brought against or suffered by them or which they may sustain, pay or
incur by reason of the Consultant's performance of the Services under this
Agreement, with the exception of any such actions, suits, claims, costs and
demands, losses, damages and expenses caused by the wilful misconduct or gross
negligence of the Consultant or any of its directors, officers or employees.
15. GOVERNING LAW
This Agreement shall be governed by the laws of the Province of Ontario
and the federal laws of Canada applicable therein.
16. SEVERABILITY
If any provision of this Agreement, or the application of such provision
to any person or in any circumstance, shall be determined to be invalid, illegal
or unenforceable, the remaining provisions of this Agreement, and the
application of such provision to any person or in any circumstance other than
that to which it is held to be invalid, illegal or unenforceable, shall not be
affected thereby.
17. AMENDMENTS
Any amendment to this Agreement must be in writing and signed by both
parties hereto.
18. TIME OF ESSENCE
Time shall be of the essence in this Agreement.
19. ENTIRE AGREEMENT
This is the entire Agreement between the Client and the Consultant with
respect to the consulting services to be provided by the Consultant to the
Client and supersedes any prior agreements with respect to such services whether
written or oral.
20. NOTICES
Notices hereunder shall be in writing and must be either personally
delivered or sent by registered mail to the address(es) set forth above. A party
may change the address set forth above by proper notice to the other.
21. NO WAIVER
The failure of any party to insist upon the strict performance of a
covenant or obligation hereunder, irrespective of the length of time for which
such failure continues, shall not be a waiver of such party's right to demand
strict performance in the future. No consent or waiver, express or implied, to
or of any breach or default in the performance of any covenant or obligation
hereunder shall constitute a consent or waiver to or of any other breach or
default in the performance of the same or of any other obligation hereunder.
22. ASSIGNMENT
This Agreement is personal in nature and may not be assigned by either
party hereto.
23. ENUREMENT
This Agreement shall be binding upon and shall enure to the benefit of
each of the parties hereto and their respective employees and permitted
receivers, successors and assigns.
IN WITNESS WHEREOF the parties hereto have signed this Agreement as of the day
and year first above written.
MINCO MINING & METALS CORPORATION
Per: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Chairman of the Board
KAISUN GROUP CANADA INC.
Per: /s/ ▇▇▇ ▇▇▇
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President
