EXHIBIT 4.2
FINANCIAL CONSULTING AGREEMENT
THIS AGREEMENT IS MADE BY AND BETWEEN GOLDEN PHOENIX MINERALS, A MINNESOTA BASED
CORPORATION HAVING ITS PRINCIPAL OFFICE AT 0000 XXXXXX XXXXX, XXXXX 000, XXXX XX
00000 (THE "COMPANY"). AND XXXXX XXXXXXX 0000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx
X0X 0X0, (THE "CONSULTANT).
IN CONSIDERATION OF THE MUTUAL PROMISE CONTAINED HEREIN AND ON THE TERMS AND
CONDITIONS HEREINAFTER SET FORTH, THE COMPANY AND CONSULTANT AGREE AS FOLLOW:
1. PROVISION OF SERVICES INVESTOR RELATIONS PROGRAM FOR GOLDEN PHOENIX
MINERALS, INC., FOR THE NEXT (3) MONTHS.
(A) CONSULTANT SHALL, TO THE EXTENT REASONABLY REQUIRED IN THE CONDUCT
OF THE BUSINESS OF THE COMPANY, PLACE AT THE DISPOSAL AT THE PRIOR
WRITTEN REQUEST OF THE PRESIDENT OF THE COMPANY, PROVIDE BUSINESS
DEVELOPMENT AND CORPORATE FINANCE SERVICES TO THE COMPANY, INCLUDING
WITHOUT LIMITATION THE FOLLOWING:
(1) TO WORK WITH HIS BROKER NETWORK AND LEADS FOR THE NEXT (3)
MONTHS.
A) COMPLETE CALLING
B) COMPLETE FAXING (PRESS RELEASES AND CORPORATE PROFILES
TO POTENTIAL SHAREHOLDERS AND INSTITUTIONS)
C) COMPLETE SUBSCRIPTIONS FOR INTERIM FINANCING CONSULTANT
SHALL USE ITS BEST EFFORT IN THE FURNISHINGS OF ADVICE
AND RECOMMENDATIONS, AND FOR THIS PURPOSE CONSULTANT AT
ALL TIMES MAINTAIN OR KEEP AND MAKE AVAILABLE QUALIFIED
PERSONS OR A NETWORK OF QUALIFIED OUTSIDE PROFESSIONALS
FOR THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS
AGREEMENT. TO THE EXTENT REASONABLY PRACTICAL,
CONSULTANT SHALL USE ITS OWN PERSONNEL RATHER THAN
OUTSIDE PROFESSIONALS.
2. COMPENSATION
THE TOTAL COST FOR THE SERVICES IS 75,000.00 FREE TRADING SHARES OF STOCK
IN GOLDEN PHOENIX MINERALS, INC. AS PAYMENT FOR THE CONSULTING AGREEMENT.
PLEASE ISSUE STOCK CERTIFICATE TO XXXXX XXXXXXX, TAX I.D. # 000-000-000.
3. LIABILITY; INDEMNIFICATION
(A) THE COMPANY SHALL INDEMNIFY, SAVE HARMLESS AND DEFEND CONSULTANT AND
ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (INCLUDING WITHOUT
LIMITATION THE OBSERVER) FROM, AGAINST AND IN RESPECT OF ANY LOSS
DAMAGE, LIABILITY, JUDGMENT, COST OR EXPENSE WHATSOEVER, INCLUDING
COUNSEL FEES, SUFFERED OR INCURRED BY IT OR HIM BY REASON OF, OR ON
ACCOUNT OF, ITS STATUS OR ACTIVITIES AS A CONSULTANT TO THE COMPANY
HEREUNDER (AND, IN THE CASE OF THE OBSERVER, HIS PARTICIPATION IN
MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY), EXCEPT FOR ANY
LOSS, DAMAGE, LIABILITY, JUDGMENT, COST OR EXPENSE RESULTING FROM
WILLFUL MALFEASANCE, BAD FAITH OR GROSS NEGLIGENCE IN THE
PERFORMANCE OF CONSULTANT'S DUTIES HEREUNDER.
(B) CONSULTANT SHALL INDEMNIFY, SAVE HARMLESS AND DEFEND THE COMPANY
AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM, AGAINST AND
IN RESPECT OF ANY LOSS, DAMAGE, LIABILITY, JUDGMENT, INCURRED BY IT
OR HIM BY REASON OF, OR ON ACCOUNT OF WILLFUL MALFEASANCE, BAD FAITH
OR GROSS NEGLIGENCE IN THE PERFORMANCE OF CONSULTANT'S DUTIES
HEREUNDER.
4. STATUS OF CONSULTANT
CONSULTANT SHALL AT ALL TIMES BE AN INDEPENDENT CONTRACTOR OF THE COMPANY
AND, EXCEPT AS EXPRESSLY PROVIDED OR AUTHORIZED BY THIS AGREEMENT, SHALL
HAVE NO AUTHORITY TO ACT FOR OR REPRESENT THE COMPANY.
5. OTHER ACTIVITIES OF CONSULTANT
THE COMPANY RECOGNIZES THAT CONSULTANT NOW RENDERS AND MAY CONTINUE TO
RENDER MANAGEMENT AND OTHER SERVICES TO OTHER COMPANIES WHICH MAY OR MAY
NOT HAVE POLICIES AND CONDUCT ACTIVITIES SIMILAR TO THOSE OF THE COMPANY;
CONSULTANT SHALL BE FREE TO RENDER SUCH ADVICE AND OTHER SERVICES AND THE
COMPANY HEREBY CONSENTS THERETO; CONSULTANT SHALL NOT BE REQUIRED TO
DEVOTE ITS FULL TIME AND ATTENTION TO THE PERFORMANCE OF ITS DUTIES UNDER
THIS AGREEMENT, BUT SHALL DEVOTE ONLY SO MUCH OF ITS TIME AND ATTENTION AS
IT DEEMS REASONABLE OR NECESSARY FOR SUCH PURPOSES.
6. TERM
CONSULTING AGREEMENT WILL BECOME EFFECTIVE UPON RECEIPT OF SIGNED CONTRACT
AND PAYMENT. (FOR 3 MONTHS)
7. IN GENERAL
THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN
THE PARTIES WITH RESPECT TO ITS SUBJECT MATTER AND SUPERSEDES ALL PRIOR
DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF EVERY AND ANY NATURE BETWEEN
THEM WITH RESPECT THERETO. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO
AGREEMENTS MADE TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE SIGNED BY
THEIR RESPECTIVE OFFICERS OR REPRESENTATIVES DULY AUTHORIZED ON THE DAY
AND YEAR FIRST ABOVE WRITTEN.
GOLDEN PHOENIX MINERALS, INC.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
By: /s/ Xxxxxxx Xxxxxxxxxxx
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Xxxxxxx Xxxxxxxxxxx, President
