CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 1st day of February, 2002.
BETWEEN:
Sierra Gigante, Inc.,
(hereinafter called "Sierra Gigante" or the "Company")
AND
Xxxxx X. Xxxxx-Xxxxxxxxx
(hereinafter called the "Consultant")
WHEREAS the Consultant is in the business of providing business consulting
services and is desirous of providing those consulting services to Sierra
Gigante under the following terms and conditions;
AND WHEREAS Sierra Gigante is desirous of retaining the Consultant to perform
consulting services under the following terms and conditions;
NOW, THEREFORE, for the mutual promises contained herein and for good valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto do agree to the following covenants, terms and conditions:
1. Business Consultancy
1.1 Sierra Gigante engages the Consultant and the Consultant shall provide
services as set out below as a consultant on business matters to
Sierra Gigante.
1.2 The Consultant shall as and when requested by Sierra Gigante and in a
reasonable time after receiving each such request supply all advice
and assistance in the Consultant's power in any matter relating to
advice concerning such work.
1.3 Without restricting the generality of the foregoing, the Consultant
shall advise Sierra Gigante in regard to corporate structure,
corporate governance, compliance matters, shareholder relations,
preparation of accounting information and financial statements, and
corporate tax matters. Services of the Consultant shall not directly
or indirectly promote or maintain a market for Sierra Gigante
securities and are not and will not be provided in connection with the
offer or sale of securities in a capital raising transaction for
Sierra Gigante.
Fees
Sierra Gigante agrees to provide the Consultant for his services
herein with 500,000 common shares of Sierra Gigante, Inc.. These
shares will be registered under an S-8 registration statement.
It is understood that according to S-8 regulations, shares shall not
be issued for services relating to capital fund raising or investor
relations matters.
3. Expenses
3.1 Sierra Gigante further agrees to pay all pre- approved out-of-pocket
expenses incurred by the Consultant during the term and tenure of this
Agreement including, without limitation:
a. all air travel;
b. lodging and food;
c. business related expenses.
4. Confidential Information
4.1 The Consultant agrees not to divulge any information the Consultant
received during the term of this agreement concerning the personal,
financial, or other affairs of persons employed by Sierra Gigante.
4.2 The Consultant will not, directly or indirectly disclose or use, at
any time, either during or subsequent to this agreement, any secret or
any Confidential Information, knowledge or data of Sierra Gigante. The
term "Confidential Information" includes, but is not limited to
information emanating from Sierra Gigante, its associates, affiliates,
agents, suppliers or customers or conceived or developed by the
Consultant concerning research, development, patent, copyright,
industrial property rights, marketing plans and strategies, profits,
costs, pricing and sourcing, systems and procedures. The Consultant
agrees not to use any of the foregoing Confidential Information except
for the furtherance of the Consultant's obligations under this
agreement. On termination of this agreement, the Consultant shall
transfer and deliver to Sierra Gigante all documents, notebooks,
charts, files, computers, diskettes and records containing or
referring to Confidential Information, including copies, summaries and
notes, in the Consultant's possession or control.
5. Term of Contract
5.1 This Agreement expires as of June 30, 2003.
6. Termination of Contract
6.1 Notwithstanding paragraph 5 either party theret may terminate this
Agreement after the first twelve (12) months by written notice to the
other party and the term of this Agreement shall terminate at the end
of the following the month which the notice was delivered.
7. Amendment of Contract
7.1 This Agreement may not be modified, amended, changed, rescinded or
canceled without the written consent of both the Consultant and Board
of Directors of Sierra Gigante except as provided herein.
8. Severability of Terms
8.1 If any portion of this Agreement is invalid, ruled illegal by any
court of competent jurisdiction, or unenforceable under present or
future laws effective during the term hereof, then the remainder of
this Agreement shall not be affected thereby. In lieu of each
provision which is invalid, illegal, or unenforceable, there shall be
added as part of this Agreement a provision that shall be as similar
in terms of such invalid, illegal or unenforceable provision as may be
possible so as to make it valid, legal and enforceable.
9. Law and Jurisdiction
9.1 This Agreement shall be governed by the laws of the State of Nevada,
USA.
10. Notice
10.1. Any notice to be given hereunder shall be in writing and shall be
delivered personally to the Signatories of this agreement or shall be
sent to the intended recipient at its address set forth above by
receipted delivery or by prepaid registered mail.
11. Benefit
11.1 This Agreement shall be binding upon and endure to the benefit of the
parties hereto and their respective successors and assigns; provided
however that neither party hereto shall have the right to assign or
transfer its rights hereunder without the prior written consent of the
other.
12. Miscellaneous
12.1 The Consultant is NOT an employee of Sierra Gigante for the purposes
of the Income Tax Act of the United States or Canada and is an
independent contractor.
IN WITNESS WHEREOF the parties hereto have executed this Consulting Services
Agreement on the 1st day of February, 2002.
Acknowledged and accepted by:
Sierra Gigante, Inc. Xxxxxx Xxxxxxxxx
/s/ Xxxxxxx Xxxxx /s/ Xxxxx X. Xxxxx-Xxxxxxxxx
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Xxx Xxxxx, President Xxxxx X. Xxxxx-Xxxxxxxxx, Consultant
