EXHIBIT 4.40
CONSULTING AGREEMENT
THIS AGREEMENT made and dated for reference the 1st day of November, 2003
BETWEEN:
XXXXX XXXXXXX
0000 Xxxxxxx Xxxxxx XX
Xxxxxx, Xxxxxxxxxx
00000
(hereinafter called "Xxxxxxx")
OF THE FIRST PART
AND:
XXXXXX GOLD CORP.
00000-00xx Xxxxxx
Xxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
(hereinafter called the "Company")
OF THE SECOND PART
WHEREAS:
A. The Company is a reporting Alberta and British Columbia company whose
shares trade on the TSX Venture Exchange; and
B. The Company is the business of acquiring, exploring and developing
resource properties; and
C. The Company has agreed to retain Xxxxxxx, as Project Geologist, on the
terms and conditions hereinafter set forth; and
X. Xxxxxxx has agreed to be retained by the Company upon the terms and
conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and of the mutual covenants and agreements hereinafter contained, the
parties hereto agree as follows:
DUTIES OF XXXXXXX
1. Xxxxxxx shall render services (the "Services") to and on behalf of the
Company and such Services shall include, without detracting from the
generality, the following:
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(a) acting as Project Geologist, as the same is understood in the
mining industry, for exploration programs on the Company's
properties (the "Properties");
(b) aiding in the negotiation, conclusion and approval of the
acquisition of additional resource properties;
(c) administering and supervising compliance with the Properties'
title and maintenance in accordance with prevailing law and
contract;
(d) gathering historical research and conducting data analysis in
respect to the Properties;
(e) from the historical data and from the work conducted,
preparing exploration programmes and budgets for consideration
by the Board of Directors of the Company;
(f) supervising and administering the financial requirements of
the Properties' maintenance and exploration;
(g) supervising all contract work and subcontract work, and
ensuring that the contractors and subcontractors are reputable
within the industry, the work conducted by them is conducted
to professional standards acceptable within the industry, the
work is conducted in accordance with the established programme
and that security, information confidentiality is required of
and maintained by the contractors and subcontractors and they
are licensed and registered with the applicable regulatory
authorities;
(h) maintaining local administrative facilities and maintaining
field facilities (unless the same are supplied by another
party arranged by the parties) and such facilities shall be
maintained to a professional standard, including appropriate
standards for safety, cleanliness, inventory, personnel
support, communication, housing, information, appropriate
insurance and sample storage and security;
(i) maintaining all records and information pertaining to the
Services, and the Properties, and the exploration and
activities thereto;
(j) ensuring that all work in respect to the Properties and
exploration and other activities thereto is performed in a
competent and diligent fashion to an acceptable standard
within the industry and ensuring that the same is effected in
conformity with all governmental requirements including,
without limiting the generality, all environmental
requirements, labour requirements, mining requirements,
taxation requirements, mobility requirements, and all and
every legislative enactment, regulation, ordinance, zoning,
order and every other matter required to ensure that the work
is conducted without violation and in conformity with every
governmental requirement, such that the Properties are
maintained
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in good standing and the development is permitted under the
law to proceed without disruption or impairment; and
(k) communicating with various government authorities and
preparing and filing the required documentation on behalf of
the Company in order to ensure compliance with all applicable
laws.
TERM OF AGREEMENT
2. The term of this Agreement shall be one (1) year commencing on the 1st
day of November, 2003.
REPORTING
3. Xxxxxxx shall report to the President of the Company on a weekly basis.
Xxxxxxx shall discuss all geological and technical issues with Xxxxxx
X. Xxxxxxx, P.Xxx., Director of the Company as deemed necessary or as
directed by the President or Xx. Xxxxxxx.
COMPENSATION TO XXXXXXX
4. For the services performed by Xxxxxxx under this Agreement, the Company
shall pay Xxxxxxx CDN$6,000 per month to be payable on the last day of
each and every month.
5. Xxxxxxx shall be reimbursed for all travel expenses and all reasonable
out-of-pocket expenses incurred in the performance of his duties and
for such expenses, Xxxxxxx shall furnish statements and vouchers
acceptable to the Company's auditors. Xxxxxxx, as an independent
contractor, shall be responsible for all his own statutory deductions.
RESTRICTIONS ON XXXXXXX
6. Xxxxxxx shall well and faithfully serve the Company and use his best
efforts to promote the interests of the Company or the interest of any
persons, firms, proprietorships, partnerships or corporations as the
Company may contract with/or other direct and shall not disclose the
private affairs of the Company or of any persons, firms,
proprietorships, partnerships or corporations with which the Company
shall deal or enter into contractual obligations with or any secret of
the same, to any other person other than the officers or directors of
the Company or any such person, partner, officer or director of any
person, firm, proprietorship, partnership or corporation that the
Company so directs in writing, and shall not, for his own purpose or
for any other purposes, other than those of the Company, use any
information he may acquire with respect to the Company's affairs or the
affairs of any person, firm, proprietorship, partnership or corporation
with which the Company has entered into contractual obligations.
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CONFIDENTIALITY
7. Xxxxxxx shall maintain all matters involving the Properties and the
Services in confidence, except only insofar as shall be required to
perform the Services hereunder, or as may be permitted by the Board of
Directors of the Company in writing, or as may come into the public
domain through public communications. Xxxxxxx shall ensure that other
personnel and contractors and subcontractors, and such other persons
with whom he may contract or communicate, shall also maintain
confidentiality in respect to the Properties and the Services.
OWNERSHIP OF INFORMATION
8. Xxxxxxx agrees and warrants that all work, work product, information,
samples, drill cores, or any other matter in respect to the Properties
or the Services are and shall be solely the property of the Company and
Xxxxxxx shall have no claim or interest therein whatsoever.
TERMINATION
9. It is understood and agreed by and between the parties hereto that
either party may terminate this Agreement in its entirety, with or
without cause and for any reason whatsoever by providing the other
party with thirty (30) days written notice of such intention. The
address for service for any notice, consent, acceptance or other
document required or permitted hereunder shall be as set forth on page
1 hereof or such other address as either of the parties shall from time
to time hereunder by notice in writing to the other of them appoint.
Any notice mailed by first class, prepaid mail shall be deemed to have
been received forty-eight hours from the date of mailing thereof.
ASSIGNMENT
10. This Agreement may not be assigned by any party except with the written
consent of the other party hereto.
NOTICE
11. Any notice or other communication to a party under this Agreement may
be made, given or served by telefax, or other similar means of recorded
transmission or by hand delivery, courier or by mail. Notices sent by
telefax or other similar means of recorded transmission, or by hand
delivery or courier, shall be deemed to be received at 9:00 a.m. local
time on the date following the transmission or delivery. Local time
refers to the time in the location where the notice is received.
Notices sent by mail shall be deemed to be received one week following
mailing. Each party may change his or its address for service at any
time by notice in writing to the other.
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GENERAL
12. The provisions of this Agreement and all matters arising thereunder
shall be governed and interpreted in accordance with the laws of the
Province of British Columbia and all disputes arising under this
Agreement shall be referred to a court of British Columbia.
13. Time shall be the essence of this Agreement.
14. The parties agree to execute all documents and do all things necessary
to carry out the intent and purpose of this Agreement.
15. Any reference herein to the Company or Xxxxxxx shall include their
heirs, executors, administrators, successors and assigns.
16. The parties hereto acknowledge that there is no other agreement,
express or implied between them other than as herein set out. Any
amendment to this Agreement shall not be effective unless it is reduced
in writing.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto as of the day and year first above written.
SIGNED, SEALED AND DELIVERED )
by Xxxxxxx in the presence of: )
)
XXXXXX X. XXXXXXX )
---------------------------------
Name )
)
16493-26TH AVENUE ) S/S XXXXX XXXXXXX
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Address ) XXXXX XXXXXXX
)
SURREY, BRITISH COLUMBIA )
---------------------------------
)
SECURITIES CONSULTANT )
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Occupation )
XXXXXX GOLD CORP.
)
)
S/S XXXXXX X. XXXXXXX )
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Xxxxxx X. Xxxxxxx, President
