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EXHIBIT 10.1
March 12, 2008
Mr. Xxxxxx Xxxxxxx, President
Geneva Resources, Inc.
0000 Xxxxxxxx Xxx, Xxxxx 000
Xxxx, XX 00000
Re: Engagement Letter of Agreement for Geneva Resources Inc.
Dear Xx. Xxxxxxx:
We are pleased to submit to you this binding Engagement Letter (the "Agreement")
that sets forth the arrangement whereby the Xxxxxx Group LLC ("Xxxxxx") will
provide Geneva Resources Inc. ("the Company") with consulting services.
We propose to offer the following services, as may be appropriate:
o Business development and business affairs consulting in Peru relative
to the Company's interest in developing and expanding its business in
Peru and acquiring mining properties in the country. These services
will include: introductions to important members of the Peruvian
mining sector; assisting the Company in identifying and negotiating
possible acquisitions; government and public affairs assistance and
counseling; and liaison with the Lima Stock Exchange pursuant to a
possible listing of the Company's securities.
o Liaison services with respect to a possible listing of the Company's
securities on the American Stock Exchange ("AMEX").
o Public relations consulting services as set forth below:
o Writing and dissemination of approved press releases.
o Development and placement of a steady stream of articles, feature
stories, and senior management interviews in traditional and online
media outlets, including important US, Canadian, and Latin American
newspapers, magazines, television networks, radio programs, and
financial and business Websites. There will be a special emphasis on
strategic media placements aimed at raising awareness of the Company
in support of its investor relations and financial public relations
needs and objectives.
o Render such other consulting services as may be appropriate to
facilitate the Company's development and growth.
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Our proposed services under this Agreement are subject to the following
conditions (all consideration payable in US Dollars unless otherwise agreed):
1. RETAINER CONSIDERATION: $15,000 per month.
2. EXPENSES: The retainer consideration shall include routine disbursements
and expenses. The Company shall reimburse Xxxxxx for approved, non-routine
disbursements and expenses, including Peru-related travel, in connection
with this agreement.
3. TERM: The term of this Agreement is twelve (12) months. Either party may
cancel this Agreement at any time for any reason by written notice no less
than 30 days before the effective cancellation date.
4. LAW OF CONTRACT: This Agreement will be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
its conflict of laws, principles or rules.
5. INUREMENT: This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and authorized assigns. Any
attempt by either party to assign any rights, duties or obligations that
may arise under this Agreement without the prior written consent of the
other party shall be void.
6. ENTIRE AGREEMENT AND SEVERANCE: This document contains the entire agreement
between the parties with respect to the subject matter hereof, and neither
party is relying on any agreement, representation, warranty, or other
understanding not expressly stated herein. In the event that any provision
of this Agreement shall be held to be invalid, illegal or unenforceable in
any circumstances, the remaining provisions shall nevertheless remain in
full force and effect and shall be construed as if the unenforceable
portion or portions were deleted.
7. CONFIDENTIALITY, NON-DISCLOSURE, NON-COMPETITION AND NON-CIRCUMVENTION:
Xxxxxx covenants, promises and agrees that it will be provided with
confidential, proprietary and valuable information by the Company about its
clients, properties, prospects and financial circumstances from time to
time during the currency of this Agreement, in order to permit Xxxxxx to
properly, effectively and efficiently carry out its tasks, duties and
activities hereunder. However, by providing such disclosure of Confidential
Information to Xxxxxx, the Company relies on Xxxxxx to hold such
information as confidential and only disclose the same to those parties,
whether directors, officers, employees, agents, representative or clients
and contacts of Xxxxxx "who need to know", in order that Xxxxxx can carry
out the objects of this Agreement as provided for herein and as
communicated as between the Company and Xxxxxx during the currency of this
Agreement. Due to the nature of the relationship of Xxxxxx to the Company
and the promotional character of Xxxxxx'x representation of the Company's
interests under this Agreement, no more precise limitations can be placed
on Xxxxxx'x use and disclosure of Confidential Information received from
the Company pursuant hereto than as described herein.
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The general nature of the Agreement between the parties is that of
independent contractor and consultant, whereby Xxxxxx will act on the
Company's behalf in the promotion of the Company's interests in Peru and by
way of introductions, consulting to and advising of the Company on areas
related to its public relations, business development and public market
presence including its seeking an AMEX listing. With the broad mandate and
scope of this relationship the Company must rely on the duty of good faith
that Xxxxxx owes the Company as provide under this Agreement, in making
disclosure of Confidential Information about business opportunities and
competitive advantages which the Company has cultivated and developed. All
Confidential Information is disclosed to Xxxxxx on the strict condition
that it will not now or at any future time use such Confidential
Information received from the Company hereunder in any manner inconsistent
with the best interests of the Company, except with the express written
permission of the Company. The result of these terms and conditions of
disclosure of Confidential Information to Xxxxxx by the Company is that
Xxxxxx will:
(a) Only disclose such confidential information on a "need to know" basis,
but it will be up to Xxxxxx'x reasonable discretion in acting on
behalf of and in the best interests of the Company to determine what
group or groups "need to know" about such information pursuant to the
nature and scope of this Agreement;
(b) The disclosure of confidential information from the Company to Xxxxxx
further to the intents and purposes of this Agreement will prohibit
Xxxxxx from directly or indirectly using the Confidential Information
in a manner that is in conflict with or contrary to the best interests
of the Company, except with the Company's written consent;
(c) Xxxxxx will not use Confidential Information in a manner that in the
view of the Company would constitute a direct or indirect use for a
purpose which is in competition with the best interests of the Company
or would be a circumvention of the Company's right or interest in a
particular business opportunity.
(d) The meaning of confidential information (herein called "Confidential
Information") will include any information disclosed by the Company
that is declared by the Company either verbally or in writing,
depending on the means of communication of such Confidential
Information by the Company to Xxxxx.
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(e) The restrictions on disclosure of Confidential Material do not apply
to any of the following circumstances:
(i) Information forming part of the public domain, which became such
through no disclosure or breach of this Agreement on the Xxxxxx'x
behalf;
(ii) Information which Xxxxxx can independently prove was received
from a Third Party, which was legally entitled to disclose such
information;
(iii) Information which Xxxxxx is legally obligated to disclose in
compliance with any applicable law, statute, regulation, order,
ruling or directive of an official, tribunal or agency which is
binding on Xxxxxx, provided that Xxxxxx must also provide the
Company with notice of such disclosure at or before releasing or
disclosing the Confidential Information to such official,
tribunal or agency so that the Company is afforded an opportunity
to file a written objection to such disclosure with such
official, tribunal or agency.
8. Xxxxxx understands, acknowledges and agrees the covenants to keep the
Confidential Information confidential and not disclosed it to third
parties, except in conformity with this Agreement, is necessary to protect
the proprietary interests of Company in such Confidential Information and a
breach of these covenants would cause significant loss to the Company in
regard to its competitive advantage, market opportunities and financial
investment associated with protection of its Confidential Information.
9. Xxxxxx further understands, acknowledges and agrees that a breach of its
covenants of confidentiality, non-disclosure, non-competition and
non-circumvention under paragraphs 8 and 9 this Agreement (in combination
the "Covenants of Confidentiality and Non disclosure"), will likely cause
such irreparable harm to the Company that damages alone would bean
inadequate remedy and Xxxxxx consents and agrees that equitable remedies
including injunctive relief against any further breach by the it is
reasonably justified in addition to any claim for damages based on a breach
of these covenants.
10. The parties mutually acknowledge, confirm and agree that the Covenants of
Confidentiality and Non-Disclosure will survive Termination of this
Agreement and will continue to bind Xxxxxx to protect the Company's
interest in such Confidential Information disclosed pursuant to this
Agreement.
[SIGNATURE PAGE TO ENGAGEMENT LETTER OF AGREEMENT]
If the foregoing correctly sets forth the understanding between us, please sign
below where indicated.
Very truly yours,
THE XXXXXX GROUP LLC
By:
____________________________
Name: Xxxxx Xxxxxx
Title: Owner/Managing Partner
ACCEPTED AND AGREED TO AS OF THIS ____ DAY OF ________, 2008.
GENEVA RESOURCES INC.
By: /s/ XXXXXX XXXXXXX
____________________________
Name: Xxxxxx Xxxxxxx
Title: President
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