EXHIBIT 10.36
CONSULTING AGREEMENT WITH XXXXXXX XXXX
DATED JUNE 1, 1999
CONSULTING AGREEMENT
MEMORANDUM OF UNDERSTANDING AND AGREEMENT dated this 1st day of June 1999.
BETWEEN:
Xxxxxxxx.xxx Inc., a company incorporated under the laws of the state
of Nevada and having an office at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0,
Xxxxxx Xxxx Xxxxxx 00000
(hereinafter called the "Company")
OF THE FIRST PART
AND:
Xxxxxxx Xxxx, an individual residing at 0000 Xxxxxxx Xxxxx Xxxx, Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
(hereinafter called the "Consultant")
OF THE SECOND PART
WHEREAS:
A. The Company wishes to retain the services of the Consultant in the
watch and jewelry industry.
And;
B. The Consultant, who has more than fourteen (14) years of experience in
the watch and jewelry industry wishes to provide her services to the
Company as requested by the Company.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the mutual covenants hereinafter contained, the parties hereto agree as
follows:
1.0 CONFIRMATION OF SERVICES
1.1 The Company hereby confirms the engagement of the Consultant and the
Consultant hereby accepts such engagement upon the terms and conditions
set forth herein.
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2.0 TERM
2.1 The contract will commence from June 1, 1999 and continue September 1,
1999 (the "Term") or until earlier terminated according to the
provisions contained herein.
2.2 If at the end of the Term, the Consultant and the Company mutually
agree to extend the Agreement, unless otherwise amended in writing,
this Agreement will be continued on a month-to-month basis during the
extended term and may be terminated anytime by the Consultant or the
Company, by giving thirty (30) days written notice to the other part.
2.3 For the purposes of this agreement, "Term" will include any extension
pursuant to paragraph 2.2 herein.
3.0 DUTIES
3.1 The consulting services that the Consultant will provide to the Company
when called upon by the Company's Board of Directors will be in the
area of the watch and jewelry industry.
3.2 The Consultant will report to the Directors of the Company and take
specific direction from the Board's Chairman. If there is no Chairman,
then the Consultant will take specific direction from the Board's
designee.
3.3 When the Consultant is performing a task at the direction of the Board
of Directors, the Consultant will prepare a written report to be
delivered to the Directors monthly until that task is completed.
4.0 COMPENSATION
4.1 In consideration of the consulting services that the Board of Directors
may call upon the Consultant to perform for the Company, the Consultant
will be compensated for her time and efforts as follows:
a) $1,000 (US) per month and,
b) all expenses, including but not limited to, travel, lodging,
food, and entertainment on behalf of the Company, including all
out-of-pocket expenses.
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5.0 TERMINATION
5.1 The Company may terminate this Agreement immediately:
a) if the Consultant is convicted by a Court-of-Law with respect
to an offense involving fraud; or
b) for a breach by the Consultant, not remedied within thirty
(30) days of notification, of any of the covenants, terms or
conditions in this Agreement.
5.2 The Consultant may give thirty (30) days written notice of her
intention to terminate this Agreement at, which date, this Agreement
will be terminated. The Company's liability to the Consultant will be
limited to all unpaid compensation and expenses to the date of
termination of this Agreement.
5.3 If the Consultant dies prior to the expiration of the Term, her estate
will be paid any outstanding compensation and expenses owed to the
Consultant.
5.4 The Consultant will, forthwith upon the expiration of this Agreement,
return to the Company documents, materials and other property given to
the Consultant, during the term of this Agreement, belonging or
relating to the Company.
6.0 CONFIDENTIALITY
6.1 The Consultant will not, during the Term of this Agreement, disclose
to any person, firm, or corporation any information that she may
acquire concerning the business of the Company that is not in the
public domain.
6.2 The Company acknowledges that the Consultant has other clients for whom
she may provide similar services, who are in similar or substantially
the same business as the Company. The Consultant will use her best
efforts to maintain confidentiality of Company documents and
activities.
7.0 GENERAL
7.1 Any materials, trade secrets, or other information provided by the
Company to the Consultant during the Term will be the exclusive
property of the Company.
7.2 The Consultant will be reimbursed for all traveling, promotional or
other expenses incurred by her in connection with her duties hereunder.
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7.3 All notices will be sent by registered or certified mail, return
receipt required, from any post office in the continental United
States, and addressed to the parties at their respective addresses set
out above. Any such notice will be deemed received on the date set
forth on the signed receipt. If no received date is entered on the
return receipt, then, the notice will be deemed received seven (7)
business days from the date of the original mailing. If there should be
a mail strike between the day the time of mailing and the actual
receipt of such notice, then, the notice will be resent via "Courier"
such as Federal Express, requiring a signature and dated receipt of
delivery.
7.4 The provisions of this Agreement will enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, legal representatives and successors.
7.5 The headings appearing in this Agreement have been inserted for
reference and as a matter of convenience and in no way define, limit or
enlarge the scope of any provision of this Agreement.
7.6 The invalidity or unenforceability of any provision of this Agreement
will not effect the validity or enforceability of any other provision
hereof and such valid provision will be deemed to be in full force and
effect.
7.7 This Agreement contains the entire Agreement of the parties with
respect to the subject matter hereof and superseded any prior
understanding, agreement, statement or representation by or between
them, whether written or oral.
7.8 This Agreement will not be modified or varied except by an instrument
in writing executed by both parties.
7.9 This Agreement will be governed by and construed in accordance with the
laws of the state of Nevada.
7.10 The Company is wholly owned by AGC Americas Gold Corp., a company
incorporated in the province of British Columbia and regulated by the
Vancouver Stock Exchange. If so required this Agreement will be
subject to the approval of the Vancouver Stock Exchange.
7.11 This Agreement replaces all prior written or verbal agreements between
the Consultant and the Company.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year set out above.
XXXXXXXX.XXX INC.
By: /s/ XXXXXX X. XXXX By:
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Title: CHAIRMAN Title:
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SIGNED by XXXXXXX XXXX :
/S/ XXXXXXX XXXX
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Xxxxxxx Xxxx
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Signature of Witness
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Name of Witness
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Address of Witness
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Occupation of Witness
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