Exhibit 10.3
ENGAGEMENT AGREEMENT
THIS AGREEMENT made as of the 30th day of November, 2011.
BETWEEN:
LA PAZ MINING CORP.
(the "Company")
OF THE FIRST PART
AND:
XXXXXXX XXXXXXXX
(the " Consultant")
OF THE SECOND PART
WHEREAS:
A. The Company is a company incorporated in Nevada and engaged in the
exploration of minerals.
B. The Company wishes to engage the Consultant on the terms and conditions of
this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the material
promises and conditions contained in this Agreement, the Company and the
Consultant agree as follows:
1. ENGAGEMENT
The Company hereby engages the Consultant and the Consultant hereby accepts the
engagement upon the terms and conditions hereinafter set forth.
2. PERIOD OF ENGAGEMENT
Subject to the provisions for termination as hereinafter provided, the term of
the engagement shall be deemed full time for a period of two years from the date
of this agreement.
3. SERVICES
The Consultant agrees to serve in the position and carry out the duties and
responsibilities of a Director, President and Secretary, and perform such other
services as may be designated from time to time by the Company.
4. COMPENSATION
For all services rendered by the Consultant under this Agreement, the Company
shall pay the Consultant a sum of $10,000.00. $3,000 of which shall be payable
upon signing of this agreement and the balance of which shall be payable at the
end of the engagement.
5. N/A
6. TERMINATION OF ENGAGEMENT
(a) Termination by the Company
The Company may at any time during the Period of Engagement terminate this
Agreement for cause, without notice and without liability for any claim,
action or demand upon the happening of one or more of the following events:
(i) if the Consultant fails or refuses, repeatedly, to comply in any
material respect with the reasonable policies, standards or
regulations of the Company established from time to time in
writing and in accordance with this Agreement;
(ii) if the Consultant fails to perform in any material respect his
duties determined by the Company in accordance with this
Agreement and consistent with the customary duties of the
Director's engagement;
(iii)if the Consultant conducts himself in a wilfully dishonest, or
an unethical or fraudulent manner that materially discredits the
Company or is materially detrimental to the reputation, character
or standing of the Company; or
(iv) if the Consultant conducts any unlawful or criminal activity,
which activity materially discredits the Company or is materially
detrimental to the reputation, character or standing of the
Company.
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Notwithstanding the above, the Company may at any time during the Period of
Engagement terminate this Agreement.
7. PROPERTY OF THE COMPANY
The Consultant hereby acknowledges and agrees that all personal property,
including without limitation, all books, manuals, records, reports, notes,
contracts, lists, and other documents, proprietary information (as defined
below), copies of any of the foregoing, and equipment furnished to or prepared
by the Consultant in the course of or incidental to his engagement, including,
without limitation, records and any other materials pertaining to the Company or
its business, belonging to the Company shall be promptly returned to the Company
upon termination of the Period of Engagement.
8. PROPRIETARY INFORMATION AND NON-COMPETITION
(a) Proprietary Information
"PROPRIETARY INFORMATION" means information about the Company disclosed to
the Director, known by the Consultant or developed by the Director, alone
or with others, in connection with his engagement by the Company, which is
not generally known to the industry in which the Company is or may become
engaged about the Company's products, processes, and services, including
but not limited to, information relating to customers, sources of supply,
personnel, sources or methods of financing, marketing, pricing,
merchandising, interest rates, or sales.
(b) Non-Disclosure of Proprietary Information
The Consultant acknowledges that all Proprietary Information is received or
developed by him in confidence and is the property of the Company. During
the period of engagement and thereafter, the Consultant will not, directly
or indirectly, except as required by the normal business of the Company or
expressly consented to in writing by the Company:
(i) disclose, publish or make available, other than to an authorized
Consultant, officer, or director of the Company, any Proprietary
Information;
(ii) sell, transfer or otherwise use or exploit any Proprietary
Information;
(iii)permit the sale, transfer, or use or exploitation of any
Proprietary Information by any third party; or
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(iv) retain upon termination or expiration of the Period of Engagement
any Proprietary Information, any copies thereof or any other
tangible or retrievable materials containing or constituting
Proprietary Information.
(c) Disclosure of Proprietary Information
If, at any time, the Consultant becomes aware of any unauthorized access,
use, possession or knowledge of any Proprietary Information, the Consultant
shall immediately notify the Company. The Consultant shall provide all
reasonable assistance to the Company to protect the confidentiality of any
such Proprietary Information that the Consultant may have directly or
indirectly disclosed, published or made available to third parties in
breach of this Agreement, including, but not limited to, reimbursement for
any and all solicitor's fees that the Company may incur to protect its
rights therein. The Consultant shall take all reasonable steps requested by
the Company to prevent the recurrence of such unauthorized access, use,
possession or knowledge.
(d) Interference with Business
During the Period of Engagement, the Consultant shall devote sufficient
time, ability and attention to the business of the Company. During the
Period of Engagement, the Consultant shall not, directly or indirectly,
compete or assist any third party in competing with the Company. Following
the Period of Engagement, the Consultant shall not:
(i) employ any Proprietary Information for himself or in the service
of others or interfere with the Company's relationship with its
clients, purchasers or suppliers;
(ii) use Proprietary Information to solicit business for himself or in
the service of others from clients, suppliers or purchasers of
the Company;
(iii)in any way breach the confidence that the Company has placed in
the Director;
(iv) misappropriate any Proprietary Information; or
(v) breach any of the provisions of this section.
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9. ASSIGNMENT, SUCCESSORS AND ASSIGNS
The Consultant agrees that he will not assign, transfer or otherwise dispose of
any rights or obligations under this Agreement. Any such purported assignment or
transfer shall be null and void. Nothing in this Agreement shall prevent the
consolidation of the Company with, or its merger into, any other corporation, or
the sale by the Company of all or substantially all of its properties or assets,
or the assignment by the Company of this agreement and the performance of its
obligations hereunder to any successor in interest or any affiliated company.
Subject to the foregoing, this Agreement shall be binding upon and shall enure
to the benefit of the parties and their respective heirs, legal representatives,
successors, and permitted assigns, and shall not benefit any person or entity
other than those enumerated above.
10. POLICY
The Consultant agrees to familiarized themselves with the company's policies and
agrees to abide by these policies.
11. COMPLIANCE WITH LAWS
The Consultant agrees to comply with all applicable securities and other laws,
regulations, policies, blanket rulings and prescribed forms of each applicable
provincial or other jurisdiction in which the Consultant works in.
12. CONFLICTS OF INTEREST
The Consultant agrees to avoid any action or interest that conflicts or gives
the appearance of a conflict with the Company's interests. A "conflict of
interest" exists whenever an individual's private interests interfere or
conflict in any way (or even appear to interfere or conflict) with the interests
of the Company. A conflict situation can arise when an Consultant, officer or
director takes actions or has interests that may make it difficult to perform
his or her work for the Company objectively and effectively. Conflicts of
interest may also arise when an Consultant, officer or director or a member of
his or her family receives improper personal benefits as a result of his or her
position with the Company, whether from a third party or from the Company.
In order to avoid potential conflict of interest, the Consultant agrees to not
personally receive to themselves any payments, compensation or gifts, other than
gifts of nominal value, from any entity or person that does business or seeks to
do business with the Company. If any payment or compensation is offered to the
Consultant from any other party the Consultant must transfer the payment or
compensation to the Company.
The Consultant agrees to not use Company property, Company information or their
position in the Company to further there own personal opportunities if it comes
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at the expense of the good of the Company. The Consultant agrees to advance the
Company's interests when the opportunity to do so arises and that they will not
personally or in conjunction with another party compete against the Company.
13. GENERAL PROVISIONS
(a) Any notices to be given hereunder by either party to the other shall
be in writing and may be transmitted by personal delivery or by mail,
registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the
address appearing in the introductory section of this Agreement, but
each party may change that address by written notice in accordance
with this section. Notice delivered personally shall be deemed
communicated as of the date of actual receipt; mailed notices shall be
deemed communicated two days after the date of mailing.
(b) This Agreement supersedes any and all other agreements, either oral or
in writing, between the parties hereto with respect to the engagement
of the Consultant by the Company, and contains all of the covenants
and agreements between the parties with respect to that engagement in
any manner whatsoever. Each party to this Agreement acknowledges that
no representations, inducements, promises, or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid or
binding on either party.
(c) The parties hereto agree and warrant to use best efforts, due
diligence, and to maintain full disclosure of all matters of the
business and conduct of the parties in respect to this Agreement.
(d) The parties hereunto agree and acknowledge that they have each sought
separate counsel because the effects of this Agreement are material to
their fortunes, and the consequences of this Agreement are onerous,
far reaching and engage serious obligations.
(e) Any modification of this Agreement will be effective only if it is in
writing and signed by the party to be bound thereby.
(f) The failure of either party to insist on strict compliance with any of
the terms, covenants, or conditions of this Agreement by other party
shall not be deemed a waiver of that term, covenant or condition, nor
shall any waiver or relinquishment of any right or power at any one
time or times be deemed a waiver or relinquishment of that right to
power for all or any other times.
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(g) If any provision to this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
(h) This Agreement shall be governed by and construed in accordance with
the laws and courts of the State of Nevada.
(i) The parties hereto agree to execute and to cause to be effected such
additional documents or matters as shall be required to fully and
effectually achieve the intent hereof and to achieve matters
collateral hereto including, but not limited to necessary corporate
resolutions, necessary regulatory filings, specific management
agreements, or such other matters required between the parties that
are necessary to effect the intent of this Agreement and matters
collateral.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date
first written above.
LA PAZ MINING CORP.
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Authorized Signatory
(SIGNED, SEALED AND DELIVERED BY)
/s/ Xxxxxxx Xxxxxxxx
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XXXXXXX XXXXXXXX
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