INDEPENDENT CONTRACTORS SERVICES AGREEMENT
Exhibit 10.1
INDEPENDENT CONTRACTORS SERVICES AGREEMENT
This Independent Contractor Services Agreement (the “Agreement”) is effective 15th day of April, 2021, and is by and between Red Metal Resources Ltd. of ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ of [Redacted] ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Contractors”) of [Redacted], ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Engagement of Services
The Company agrees to hire the Contractors, and the Contractors agree to research and write articles, reports, and blogs about the Company that will be directed to individual investors, financial institutions, and potential industry partners.
Term
The initial term of the Contract is for 3 months beginning April 15, 2021, and ending July 15, 2021, and can be extended in writing upon agreement of all parties. Contract can be cancelled by either party with a 30-day written notice.
Compensation
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The Company agrees to pay Mr. Cavalli $5,000 per month in United States dollars on the following schedule in advance of each month.
| April 15, 2021 | $5,000 |
| May 15, 2021 | $5,000 |
| June 15, 2021 | $5,000 |
Payments to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to be wired to:
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[redacted]
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Social Security number is: [redacted].
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The Company agrees to pay ▇▇▇▇▇▇ ▇▇▇▇▇▇ either $5,000 per month in United States dollars for a period of three months or to pay the equivalent amount in restricted common shares of the Company at a deemed price of US$0.17 vested over a three-month period.
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If payment is in cash the payments will be made as follows;
| April 15, 2021 | $5,000 |
| May 15, 2021 | $5,000 |
| June 15, 2021 | $5,000 |
If payment is in restricted common shares of the Company ▇▇ ▇▇▇▇▇▇ will receive a total of 88,235 restricted common shares of Red Metal Resources Ltd. issued as follows;
| May 15, 2021 | 29,411 Restricted Common Shares |
| Jun 15, 2021 | 29,411 Restricted Common Shares |
| Jul 15, 2021 | 29,413 Restricted Common Shares |
If payment is to be made in restricted common shares of Red Metal Resources, ▇▇. ▇▇▇▇▇▇ represents that he is an accredited investor as defined in Rule 510(a) under the 19333 Act. An Investor Questionnaire is attached and is to filled in prior to the issuance of share certificates.
Payment instructions:
[redacted]
▇▇▇▇▇▇ ▇▇▇▇▇▇ Social Security number: [redacted]
▇▇▇▇▇▇ shares to be delivered to:
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[redacted]
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[redacted]
Independent Contractor Relationship
Contractors relationship with the Company is that of independent contractors, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship.
Contractors are solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Contractors are solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Contractors' compensation will be subject to withholding by the Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law.
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Ownership Rights in Company Property
The Company shall be the sole and exclusive owner of the Company's Property. “Company Property” means (a) all materials (including, without limitation, all documents, data, reports, drawings, analyses, equipment, products, prototypes, services and other work) furnished to Contractor by Company or produced by Contractor in the performance of this Agreement or pursuant to any Project Assignment; and (b) all copyrights, patents, trade secrets, inventions, and other proprietary rights produced by Contractor in the performance of this Agreement or pursuant to any Project Assignment. The term “Company Property” does not include any general know-how, methodology, processes, products, devices or experience of Contractor gained prior to performance of the Services or from experience gained parallel to performance of the Services from unrelated sources. To the fullest extent permitted by law, all Company Property produced by Contractor shall be deemed to be “Works for Hire” for the benefit of Company, as U.S. federal and international copyright law defines that term. To the extent Company Property may not be considered Works for Hire, Contractor hereby sells, assigns, and transfers all of its rights, title, and interest in Company Property to Company, without additional consideration. Contractor shall promptly execute and deliver any documents or instruments reasonably requested by Company to evidence such transfers and Contractor shall be reimbursed for reasonable expenses incurred by compliance with this obligation.
Survival
The rights and obligations contained herein will survive any termination or expiration of this Agreement.
Notices
Any notice which a party is required or permitted to give to another party shall be given by personal delivery, email or registered or certified mail, return receipt requested, addressed to the other party at the appropriate address set forth in this Section 9 below, or at such other address as the other party may from time to time designate in writing. The date of personal delivery or the date of mailing of any such notice shall be deemed to be the date of delivery thereof.
If to the Company:
Red Metal Resources Ltd.
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If to Contractor:
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[redacted]
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[redacted]
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Quality
Contractor warrants to the Company that the Services performed under this Agreement shall be performed with the degree of skill and care that is required by current, good and sound professional procedures and practices, and in conformance with generally accepted professional standards prevailing at the time the work is performed so as to ensure that the services performed are correct and appropriate for the purposes contemplated in this Agreement.
Governing Law
This Agreement shall be governed by the laws of Canada.
Entire Agreement
This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Services undertaken by Contractor for Company. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date, April 15, 2021.
Red Metal Resources Ltd.
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Contractor
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Contractor
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