Exhibit 10.2
THIS AGREEMENT is made on this 1st day of December, 2007 (the "Effective Date")
BETWEEN:
USA URANIUM CORP.
a company duly constituted under the
laws of the State of Nevada and having its head
office at 000-0000 Xxxx Xxxxxx Xxxxxx, Xxx Xxxxx XX 00000
("USAU" or the "COMPANY")
- and -
UPTICK CAPITAL LTD., a company duly constituted under the
federal laws of Canada and having its address of 000 Xxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X0X0
("CONSULTANT")
WHEREAS, USAU is desirous to expand its business and markets and its products
(the "PRODUCTS");
AND WHEREAS, the Consultant is willing to provide management consulting, fiscal
and mining advisory services to the company;
NOW THEREFORE, the parties hereto agree as follows:
ARTICLE 1 - RESPONSIBILITIES OF USAU
1.1 Pay directly for market expansion and business consulting.
ARTICLE 2 - RESPONSIBILITIES OF THE CONSULTANT
2.1 Provide recommendations on significant strategic initiatives as requested
by the Company from time to time.
2.2 Make strategic introductions to interested parties in the financial
community on a best-efforts basis as requested by the Company from time to
time.
ARTICLE 3 - TERM OF AGREEMENT, TERMINATION
3.1 The term of this Agreement shall commence on the Effective Date for twelve
(12) month term and shall be renewed for an additional 12 month term (the
"ADDITIONAL TERM") commencing on that date which is the 1 year after the
Effective Date (the "ADDITIONAL TERM COMMENCEMENT DATE") unless a party
provides forty five (60) day prior written notice to the other party prior
to the Additional Term Commencement Date.
3.2 Should either party decide to terminate this Agreement, the Consultant will
not be entitled to receive any Common Shares (as hereinafter defined) other
than the Common Shares to which the Consultant was and is entitled to
receive pursuant to Article 5.
3.3 In the event that either party materially or repeatedly defaults in the
performance of any of its duties or obligations under this Agreement and,
within sixty (60) days after written notice is given to the defaulting
party specifying the default, (i) such default is not substantially cured,
or (ii) the defaulting party does not obtain the approval of the other
party (the "NON-DEFAULTING PARTY") to a plan to remedy the default, then
the Non-Defaulting Party may terminate this Agreement by giving written
notice to the defaulting party.
3.4 If either party becomes or is declared insolvent or bankrupt, is the
subject of any proceedings relating to its liquidation, insolvency or for
the appointment of a receiver or similar officer for it, makes a general
assignment for the benefit of all or substantially all of it creditors, or
enters into an agreement for the composition, extension or readjustment of
all or substantially all of its obligations, then the other party, within
the conditions of applicable law, may immediately terminate this Agreement
by giving written notice.
ARTICLE 4 - CONFIDENTIALITY
4.1 During the term of this Agreement, and for a period of one (1) year after
the expiration of the term of this Agreement, proprietary or confidential
information ("INFORMATION") of any kind pertaining to both parties'
businesses, and all written material marked by either party (the
"DISCLOSING PARTY") as "Confidential" or "Proprietary" shall be treated by
the other party (the "RECEIVING PARTY") as secret and confidential and
accorded the same protection as the parties give to their own Information
of a similar nature. Verbally disclosed Information, which is to be treated
as confidential or proprietary, by a party shall be confirmed as such in
writing by the Disclosing Party within thirty (30) days of such disclosure.
4.2 Notwithstanding the foregoing, Information does not include information
which:
(a) has been published or is otherwise readily available to the public
other than by breach of this Agreement;
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(b) has been rightfully received by the Receiving Party from a third party
without breach of any confidentiality obligations;
(c) has been independently developed by the Receiving Party's personnel
without access to, or use of, the Disclosing Party's Information;
(d) was known to the Receiving Party prior to its first receipt from the
Disclosing Party and which the Receiving Party has documented prior to
the date hereof; or
(e) is required to be disclosed by law whether under an order of a court
or government, tribunal or other legal process. In such cases, the
Receiving Party must immediately notify the Disclosing Party of the
disclosure requirement, in order to allow the other party a reasonable
opportunity to obtain a Court order to protect its rights, or
otherwise to protect the confidential nature of the Information.
ARTICLE 5 - FEES AND CHARGES
The Company agrees to compensate the Consultant for the activities undertaken
and services provided by the Consultant in accordance with this, Article 5.
5.1 The Company will issue to the Consultant: for the first 12 months of the
contract (i) 1,500,000 shares in the capital of USAU ("COMMON SHARES")
payable on the Effective Date; and (ii) for the additional term 750,000
shares in the capital of USAU ("COMMON SHARES") payable on 365th day from
the effective date.
5.2 USAU represents and warrants that all corporate proceedings have been
undertaken to authorize and reserve for issuance the Issuable Shares.
5.3 All one time expenses of the Consultant and/or any person engaged by the
Consultant and acting as agent for the Consultant (the "AGENTS") shall be
pre-approved by USAU. All expenses of the Consultant and/or the Agents will
be paid within thirty (30) days of billing by the Consultant and/or its
Agents.
5.4 All charges in this Agreement are stated in legal currency of the United
States of America.
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ARTICLE 6 - TAXES
6.1 USAU shall assume responsibility for, and hold the Consultant harmless from
all taxes, duties, or similar liabilities arising under this Agreement,
under any present or future tax laws, except for the personal income tax of
the Consultant.
ARTICLE 7 - LIABILITY, INDEMNITY, WARRANTIES
7.1 USAU shall indemnify the Consultant and the Agents and hold them harmless
against and in respect to any and all claims, damages, losses, costs,
expenses, obligations, liabilities, actions, suits, including without
limitation, interest and penalties, reasonable attorneys' fees and costs
and all amounts paid in settlement of any claim, action or suit that may be
asserted against USAU or the Consultant or the Agents or that USAU or the
Consultant or the Agents shall incur or suffer, that arise out of, result
from or relate to:
(a) the non-fulfillment of any agreement, covenant or obligation of USAU
in connection with this Agreement;
(b) any misrepresentations, inaccuracy, incorrectness or breach of any
representation or warranty made by USAU thereunder; and
(c) any defect in the Products.
7.2 The Consultant warrants that it will perform its obligations under this
Agreement in a professional and workmanlike manner.
ARTICLE 8 - NOTICES
8.1 Any notice or communication under this Agreement shall be in writing and
shall be hand delivered, given by fax or sent by registered mail return
receipt requested, postage prepaid, to the other party's designated
representative, receiving such communication at the address specified
herein, or such other address or person as either party may in the future
specify to the other party. Such notice shall be deemed to be received upon
delivery or, by fax, on the next business day following transmission
provided electronic evidence of transmission is produced at point of origin
or, if mailed, on the fourth business day following the date of mailing.
(a) If to The Consultant:
Uptick Capital Ltd.
c/o Aird & Berlis LLP
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxx Xxxxx
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(b) If to USAU:
000-0000 Xxxx Xxxxxx Xxxxxx,
Xxx Xxxxx XX 00000
Attention: Xxxxxx Xxxxx
ARTICLE 9 - MISCELLANEOUS
9.1 Neither party may assign or transfer all or any part of its rights under
this Agreement, without the prior written consent of the other, except when
assigning all of their rights and obligations to any legal entity
controlling, controlled by, or under common control with it, but with
thirty (30) days' prior notice to the other party.
9.2 Notwithstanding Section 9.1, the Consultant can assign this Agreement or
any obligations hereunder to a third party. If any obligations of the
Consultant are assigned to a subcontractor, the Consultant will remain
responsible for such obligations under this Agreement.
9.3 This Agreement is not intended to create, nor shall it be construed to be,
a joint venture, association, partnership, franchise, or other form of
business relationship. Neither party shall have, nor hold itself out as
having, any right, power or authority to assume, create, or incur any
expenses, liability, or obligation on behalf of the other party, except as
expressly provided herein.
9.4 If any provision of this Agreement is held invalid, illegal or
unenforceable in any respect, such provision shall be treated as severable,
leaving the remaining provisions unimpaired, provided that such does not
materially prejudice either party in their respective rights and
obligations contained in the valid terms, covenants, or conditions.
9.5 The failure of either party to require the performance of any of the terms
of this agreement or the waiver by either party of any default under this
Agreement shall not prevent a subsequent enforcement of such term, nor be
deemed a waiver of any subsequent breach.
9.6 After one year from the date of this Agreement, the Client shall furnish
Consultant with an opinion of legal counsel to remove the restrictive
legend at no cost to Consultant
9.7 This Agreement may not be modified, supplemented, or amended or default
hereunder waived except upon the execution and delivery of a written
agreement signed by the authorized representative of each party.
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9.8 Both parties represent and warrant that each has the full authority to
perform its obligations under this Agreement and that the person executing
this Agreement has the authority to bind it.
9.9 This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the applicable federal laws of Canada
therein, and the parties irrevocably submit to the jurisdiction of the
courts of the Province of Ontario, city of Toronto.
9.10 The Parties have requested that this Agreement and all documents and
communications pursuant to or in connection with this Agreement be drawn up
in the English language.
9.11 This Agreement constitutes the final and full terms of understanding
between the parties and supersedes all previous agreements, understandings,
negotiations, and promises, whether written or oral, between the parties
with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year set
forth below.
USA URANIUM CORP.
By: /s/ Xxxxxx Xxxxx
--------------------------------
Xxxxxx Xxxxx
CEO
UPTICK CAPITAL LTD.
By: /s/ Xxx Xxxxxx
--------------------------------
Xxx Xxxxxx
President
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