CONSULTING AGREEMENT made as of the 1st day of June, 2007. B E T W E E N:
Exhibit
10.1
CONSULTING
AGREEMENT
made as
of the 1st day of June, 2007.
B
E T W E
E N:
Blackmont
Resources Inc.,
a
company duly incorporated under the laws of the State of Nevada, and having
its
registered office at 000 Xxxx Xxxx Xx., Xxxxxx Xxxx, XX, 00000;
(hereinafter
called the “Company”)
OF
THE
FIRST PART
-
and
-
XXXXX
EXPLORATION LTD.
XX
Xxx
000
Xxxxx
Xxx, Xxxxxxx Xxxxxxxx, Xxxxxx
X0X
0X0
Tel:
(000) 000-0000
Email:
Xxxxxxx@xxxxx.xxx
A
company
incorporated under the laws
of
the
Province of British Columbia,
(Hereinafter
called the (“Consultant”)
OF
THE
SECOND PART
WHEREAS
the Consultant represents that it has in its employ Xxxxx Xxxxx, a qualified
mineral exploration manager who has considerable experience and expertise in
all
phases of mineral property discovery and development.
(Hereinafter
called “Xxxxx”)
AND
WHEREAS the Company wishes to obtain consulting advise with respect to
exploration management and mineral property development pertaining to the
Company’s business and wishes to retain the Consultant for such
purpose;
AND
WHEREAS the Consultant is desirous of providing the services of Xxxxx to the
Company for the aforesaid purposes upon the terms and conditions hereinafter
set
out;
NOW
THEREFORE THIS AGREEMENT WITNESSETH that the parties hereto agree as follows;
(Note - all funds stated in Canadian dollars)
1
| 1. |
The
Consultant agrees, in consideration of the retainer and fees payable
hereunder, to provide the Company with the services of Xxxxx with
respect
to exploration management and mineral property development (hereinafter
called the “Services”) in connection with existing and proposed
exploration programs of the Company and its affiliated or subsidiary
companies in areas either inside or outside of Canada as the company
may
from time to time request.
|
| 2. |
The
term of this Agreement shall be for three months, commencing on June
1,
2007, and shall, unless renewed by mutual agreement in writing, terminate
on September 1, 2007.
|
| 3. |
The
Company shall pay the consultant $500 per day plus Goods and Services
Tax
(GST). Such retainer shall be payable whether or not the Company
requests
services during any particular calendar
month.
|
| 4. |
The
Consultant shall, in consideration of the monthly retainer referred
to in
paragraph 3 hereof, at the Company’s request provide not less than 3
calendar days per month of Services (“the minimum period”) with respect to
exploration management and mineral property development. As used
herein
the term “Services” shall include, but not be limited to, assisting
Company staff in designing, permitting and budgeting exploration
programs,
hiring and supervising a field crew, coordinating and performing
the
agreed on exploration programs, interpretation, compilation, and
preparation of maps and reports, evaluation of exploration programs,
discussions with the Company’s staff and related field examinations,
participation in the Company’s promotional events and community relations,
and other assistance as may be specified or requested by the
Company.
|
| 5. |
(a)If,
at the Company’s request, the Consultant provides Services in excess of
the minimum period, the Company shall pay the Consultant a fee of
$ 500
plus GST for each day in excess of the minimum period that the Consultant
is directly engaged in providing such
Services.
|
(b) If
the
Consultant is, in any calendar month, unable because of prior commitment or
other bona fide reason, to provide the Services requested for the minimum
period, then in such an event the Company may, at its option, either:
| (i) |
require
the Consultant to carry forward the minimum period for such month
and to
add same to the minimum service requirements for the next succeeding
month; or
|
2
| (ii) |
require
the Consultant to remit it, promptly upon request, an amount of $500
plus
GST per day for each day of the minimum period that the Services
are not
provided.
|
| 6. |
The
Company shall, with respect to Services requested, reimburse the
Consultant for all reasonable travelling, lodging and out-of-pocket
expenses as may be incurred by the Consultant while engaged in the
performance of such Services. The Consultant shall submit to the
company
from time to time, invoices for such expenses and for consulting
time, in
excess of the minimum period, which may have been spent by the Consultant
in providing Services requested by the Company. Usage of Xxxxx Exploration
Ltd. vehicles shall be calculated at $ per
kilometer.
|
| 7. |
The
Company, as an added incentive to the Consultant, agrees to provide
a
share purchase option for common stock in the Company. The share
purchase
option shall have a minimum term of two years, or as the appropriate
regulatory bodies deem. Calculation of the option price shall be
in
accordance with the laws of the appropriate regulatory body and shall
be
completed as soon as feasible after signing of this
Agreement.
|
|
8.
|
Whereas
the Consultant has a proven prospecting record of significant and
economic
new mineral discoveries, the concept of a Discovery Bonus in the
form of
cash, shares, or additional share purchase options is hereby presented
to
the Company. In recognition of the unpredictable nature of such
discoveries in terms of economic impact, any such bonus paid shall
be
commensurate with the perceived value of the discovery at the time.
The
presentation and content of a Discovery Bonus will be entirely at
the
discretion of the management of the
Company.
|
|
9.
|
The
Consultant shall provide the Services hereunder in a good and workmanlike
fashion, diligently, in good faith and without waste, interruption
or
delay except for causes beyond the reasonable control of the Consultant.
With respect to all claims or damages on account of loss or damage
to
property, or injury to, or death of, any person or persons arising
from or
out of the provision of such Services by the Consultant hereunder,
the
consultant shall be deemed to be an independent contractor and neither
it
nor Xxxxx shall be deemed to be a representative, agent, or employee
of
the Company and with respect to any such claim, damage, loss, injury
or
death, the Consultant shall indemnify and save the Company harmless
from
and against any and all liability for such a loss , damage, injury
or
death, including any expenses, costs and legal fees incurred in connection
therewith, except such liability as may arise out of the sole negligence
of the Company.
|
3
|
10.
|
The
Consultant shall, at its cost, comply with all applicable federal
and
provincial statutes and regulations and the lawful requirements and
directions of any governmental authority having jurisdiction with
respect
to the Services it provides hereunder including the obtaining of
all
necessary permits and licenses and agrees to indemnify the Company
against
all claims, loss, damages or expenses incurred by the Consultant’s failure
to make the necessary returns or payments or by any violation of
any such
statutes or regulations.
|
|
11.
|
Without
in any way limiting the liability of the Consultant under this Agreement,
including the Consultant’s indemnity to the Company as set out in
paragraph 9 hereof, it shall be the sole responsibility of the Consultant
to maintain and keep in force and effect during the term of this
agreement
the following insurance coverage:
|
(a) Comprehensive
General Liability Insurance shall be no less than One Million Dollars
($1,000,000).
(b) Automobile
Bodily Injury and Property Damage Liability Insurance covering the automobile
owned or leased by the Consultant, its agents or employees in connection with
the work under this agreement. The limits of such insurance shall be no less
than One Million Dollars ($1,000,000) inclusive for any one
occurrence.
(c) Xxxxxxx’x
Compensation or other like coverage as required by applicable law or other
authorized Governmental authority covering all persons directly employed by
the
Consultant on work to be performed under this agreement.
(d) Such
other insurance as may be mutually agreed upon in writing.
|
12.
|
The
Consultant shall (and shall cause all its employees to) keep confidential
all information disclosed by the Company or acquired by the Consultant
through the performance of Services hereunder, and shall not disclose
or
divulge such information to third parties without the prior written
consent of the Company. The obligation to keep secret and confidential
and
not to disclose any such information shall not apply to any information
which is in the public domain or which at the time of disclosure
is
already known to the Consultant, in which event the Consultant shall,
upon
request, provide evidence, satisfactory to the Company, of such prior
knowledge.
|
|
13.
|
The
Consultant shall not, during the term of this Agreement, provide
similar
consulting services or advice to third parties relating to or in
connection with any specific areas in which the Company has an interest
or
with respect to which services have been provided, without the prior
consent of the Company.
|
4
|
14.
|
Notwithstanding
paragraph 2 of this Agreement, the Company shall have the right at
any
time to terminate this Agreement on thirty (30) days written notice
to the
Consultant.
|
|
15.
|
In
cases of disputes or differences arising under this Agreement, which
are
not settled within a reasonable time and not exceeding three (3)
months,
the parties shall refer such disputes and differences to arbitration
under
The Arbitration Act of British
Columbia.
|
| 16. |
The
Consultant may not assign, pledge, mortgage or otherwise encumber
any of
its rights hereunder without the prior written consent of the
Company.
|
| 17. |
Any
notice of communication to any party under this Agreement may be
given by
delivering the same by hand to such party or by mailing the same
by
prepaid, registered mail to such party, addressed as
follows:
|
To
the
Company:
Blackmont
Resources Ltd.,
000
Xxxx
Xxxx Xx.,
Xxxxxx
Xxxx, XX,
00000;
To
the
Consultant:
Xxxxx
Explorations Ltd.
XX
Xxx
000
Xxxxx
Xxx, Xxxxxxx Xxxxxxxx, Xxxxxx
X0X
0X0
Tel:
(000) 000-0000
Email:
Xxxxxxx@xxxxx.xxx
or
to
such address as a party hereto may designate for itself and such notice so
mailed shall be deemed to have been received at the latest on the third business
day next following the mailing hereof.
5
|
18.
|
This
Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns. This
Agreement shall be interpreted in accordance with the laws of the
Province
of British Columbia.
|
IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
first above recorded, but actually on the ________day of June, 2007
By________________________________________________
Corporate
Seal
By________________________________________________
XXXXX
EXPLORATION LTD.
By________________________________________________
Corporate
Seal
By________________________________________________
6
