CONSULTING AGREEMENT
THIS AGREEMENT is dated and effective on the
28th day of May, 2008.
BETWEEN:
GENERAL METALS
CORPORATION of 1 East Liberty Street, Suite 6000, Reno, NV
89501
(the
“Company”)
AND:
PYRAMID BUSINESS
ADVISORS LLC , with an address at 590 Madison Avenue, 24th
Floor, New York, NY USA 10022
(the
“Contractor”)
WHEREAS:
A. The
Company desires to retain the Contractor to provide the Company
with the services detailed in Schedule A hereto (the
“Services”) in regards to the Company’s
management and operations;
B.
The Contractor has agreed to provide the Services to the Company on
the terms and conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants and promises set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by each, the parties hereto agree as
follows:
ARTICLE 1 APPOINTMENT AND AUTHORITY
OF CONTRACTOR
1.1
Appointment of Contractor . The Company hereby appoints the
Contractor to perform the Services for the benefit of the Company
as hereinafter set forth, and the Company hereby authorizes the
Contractor to exercise such powers as provided under this
Agreement. The Contractor accepts such appointment on the terms and
conditions herein set forth.
1.2
Performance of Services . The Services hereunder have been
and shall continue to be provided on the basis of the following
terms and conditions:
| |
(a) |
the Contractor shall report directly to the
Chief Executive Officer and/or President of the Company;
|
| |
|
|
| |
(b) |
the Contractor shall faithfully, honestly and
diligently serve the Company and cooperate with the Company and
utilize maximum professional skill and care to ensure that all
services rendered hereunder, including the Services, are to the
satisfaction of the Company, acting reasonably, and the Contractor
shall provide any other services not
|
- 2 -
| |
|
specifically mentioned herein, but which by
reason of the Contractor's capability the Contractor knows or ought
to know to be necessary to ensure that the best interests of the
Company are maintained; and
|
| |
|
|
| |
(c) |
the Company shall report the results of the
Contractor's duties hereunder as may be requested by the Company
from time to time.
|
1.3
Authority of Contractor . The Contractor shall have no right
or authority, express or implied, to commit or otherwise obligate
the Company in any manner whatsoever except to the extent
specifically provided herein or specifically authorized in writing
by the Company.
1.4
Independent Contractor . In performing the Services, the
Contractor shall be an independent contractor and not an employee
or agent of the Company, except that the Contractor shall be the
agent of the Company solely in circumstances where the Contractor
must be the agent to carry out its obligations as set forth in this
Agreement. Nothing in this Agreement shall be deemed to require the
Contractor to provide the Services exclusively to the Company and
the Contractor hereby acknowledges that the Company is not required
and shall not be required to make any remittances and payments
required of employers by statute on the Contractor's behalf and the
Contractor or any of its agents shall not be entitled to the fringe
benefits provided by the Company to its employees.
ARTICLE 2
CONTRACTOR'S AGREEMENTS
2.1
Expense Statements . The Contractor may incur expenses in
the name of the Company as agreed in advance in writing by the
Company, provided that such expenses relate solely to the carrying
out of the Services. The Contractor will immediately forward all
invoices for expenses incurred on behalf of and in the name of the
Company and the Company agrees to pay said invoices directly on a
timely basis. The Contractor agrees to obtain approval from the
Company in writing for any individual expense of $1,000 or greater
or any aggregate expense in excess of $1,000 incurred in any given
month by the Contractor in connection with the carrying out of the
Services.
2.2
Regulatory Compliance . The Contractor agrees to comply with
all applicable securities legislation and regulatory policies in
relation to providing the Services, including but not limited to
United States securities laws (in particular, Regulation FD) and
the policies of the United States Securities and Exchange
Commission.
2.3
Prohibition Against Insider Trading . The Contractor hereby
acknowledges that the Contractor is aware, and further agrees that
the Contractor will advise those of its directors, officers,
employees and agents who may have access to Confidential
Information, that United States securities laws prohibit any person
who has material, non-public information about a company from
purchasing or selling securities of such a company or from
communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.
ARTICLE 3
COMPANY'S AGREEMENTS
3.1
Compensation Shares . The compensation for agreeing to enter
into this Agreement and provide the Services to be rendered by the
Contractor pursuant to this Agreement shall be payable in 2,000,000
shares of the Company's common stock issuable immediately upon
signing hereof in consideration for Services rendered to date, and
up to an additional 2,000,000 shares of the Company's common stock,
on terms to be agreed to by the Contractor and the Company
(collectively the
- 3 -
“Compensation Shares”) for the Term.
The Company agrees and undertakes that the Compensation Shares are
to be registered pursuant to a registration statement on Form S-8
immediately upon the Company being eligible to do so.
3.2
Voting of Compensation Shares . The Contractor covenants and
agrees that, with respect to the Compensation Shares that it
receives, it shall, at all times that it is the beneficial owner of
such shares, vote such shares on all matters coming before it as a
stockholder of the Company in the same manner as the majority of
the board of directors of the Company shall recommend.
3.3
Information . Subject to the terms of this Agreement,
including without limitation Article 5 hereof, and provided that
the Contractor agrees that it will not disclose any material
non-public information to any person or entity, the Company shall
make available to the Contractor such information and data and
shall permit the Contractor to have access to such documents as are
reasonably necessary to enable it to perform the Services under
this Agreement. The Company also agrees that it will act reasonably
and promptly in reviewing materials submitted to it from time to
time by the Contractor and inform the Contractor of any material
inaccuracies or omissions in such materials.
ARTICLE 4 DURATION, TERMINATION AND
DEFAULT
4.1
Effective Date . This Agreement shall become effective as of
______________, 2008 (the “Effective Date”), and shall
continue to December 31, 2008 (the “Term”) or until
earlier terminated pursuant to the terms of this Agreement.
4.2
Termination . Without prejudicing any other rights that the
Company may have hereunder or at law or in equity, the Company may
terminate this Agreement immediately upon delivery of written
notice to the Contractor if:
| |
(a) |
the Contractor breaches section 2.2 of this
Agreement;
|
| |
|
|
| |
(b) |
the Contractor breaches any other material term
of this Agreement and such breach is not cured to the reasonable
satisfaction of the Company within thirty (30) days after written
notice describing the breach in reasonable detail is delivered to
the Contractor;
|
| |
|
|
| |
(c) |
the Company acting reasonably determines that
the Contractor has acted, is acting or is likely to act in a manner
detrimental to the Company or has violated or is likely to violate
the confidentiality of any information as provided for in this
Agreement;
|
| |
|
|
| |
(d) |
the Contractor is unable or unwilling to perform
the Services under this Agreement, or
|
| |
|
|
| |
(e) |
the Contractor commits fraud, serious neglect or
misconduct in the discharge of the Services.
|
4.3
Duties Upon Termination . Upon termination of this Agreement
for any reason, the Contractor shall upon receipt of all sums due
and owing, promptly deliver the following in accordance with the
directions of the Company:
| |
(a) |
a final accounting, reflecting the balance of
expenses incurred on behalf of the Company as of the date of
termination; and
|
| |
|
|
| |
(b) |
all documents pertaining to the Company or this
Agreement, including but not limited to, all books of account,
correspondence and contracts, provided that the Contractor shall
be
|
- 4 -
entitled thereafter to inspect, examine and copy
all of the documents which it delivers in accordance with this
provision at all reasonable times upon three (3) days’ notice
to the Company.
4.4
Compensation of Contractor on Termination . Upon termination
of this Agreement, the Contractor shall be entitled to receive as
its full and sole compensation in discharge of obligations of the
Company to the Contractor under this Agreement all sums due and
payable under this Agreement to the date of termination and the
Contractor shall have no right to receive any further payments;
provided, however, that the Company shall have the right to offset
against any payment owing to the Contractor under this Agreement
any damages, liabilities, costs or expenses suffered by the Company
by reason of the fraud, negligence or wilful act of the Contractor,
to the extent such right has not been waived by the Company.
ARTICLE 5
CONFIDENTIALITY AND NON-COMPETITION
5.1
Maintenance of Confidential Information . The Contractor
acknowledges that in the course of its appointment hereunder the
Contractor will, either directly or indirectly, have access to and
be entrusted with information (whether oral, written or by
inspection) relating to the Company or its respective affiliates,
associates or customers (the “Confidential
Information”). For the purposes of this Agreement,
“Confidential Information” includes, without
limitation, any and all Developments (as defined herein), trade
secrets, inventions, innovations, techniques, processes, formulas,
drawings, designs, products, systems, creations, improvements,
documentation, data, specifications, technical reports, customer
lists, supplier lists, distributor lists, distribution channels and
methods, retailer lists, reseller lists, employee information,
financial information, sales or marketing plans, competitive
analysis reports and any other thing or information whatsoever,
whether copyrightable or uncopyrightable or patentable or
unpatentable. The Contractor acknowledges that the Confidential
Information constitutes a proprietary right, which the Company is
entitled to protect. Accordingly the Contractor covenants and
agrees that during the Term and thereafter until such time as all
the Confidential Information becomes publicly known and made
generally available through no action or inaction of the
Contractor, the Contractor will keep in strict confidence the
Confidential Information and shall not, without prior written
consent of the Company in each instance, disclose, use or otherwise
disseminate the Confidential Information, directly or indirectly,
to any third party.
5.2
Exceptions . The general prohibition contained in Section
5.1 against the unauthorized disclosure, use or dissemination of
the Confidential Information shall not apply in respect of any
Confidential Information that:
| |
(a) |
is available to the public generally in the form
disclosed;
|
| |
|
|
| |
(b) |
becomes part of the public domain through no
fault of the Contractor;
|
| |
|
|
| |
(c) |
is already in the lawful possession of the
Contractor at the time of receipt of the Confidential Information;
or
|
| |
|
|
| |
(d) |
is compelled by applicable law to be disclosed,
provided that the Contractor gives the Company prompt written
notice of such requirement prior to such disclosure and provides
assistance in obtaining an order protecting the Confidential
Information from public disclosure.
|
5.3
Developments . Any information, data, work product or any
other thing or documentation whatsoever which the Contractor,
either by itself or in conjunction with any third party, conceives,
makes, develops, acquires or acquires knowledge of during the
Contractor’s appointment with the Company or which the
Contractor, either by itself or in conjunction with any third
party, shall conceive, make,
- 5 -
develop, acquire or acquire knowledge of
(collectively the “Developments”) during the Term or at
any time thereafter during which the Contractor is engaged by the
Company that is related to the business of mining property
acquisition and exploration shall automatically form part of the
Confidential Information and shall become and remain the sole and
exclusive property of the Company. Accordingly, the Contractor does
hereby irrevocably, exclusively and absolutely assign, transfer and
convey to the Company in perpetuity all worldwide right, title and
interest in and to any and all Developments and other rights of
whatsoever nature and kind in or arising from or pertaining to all
such Developments created or produced by the Contractor during the
course of performing this Agreement, including, without limitation,
the right to effect any registration in the world to protect the
foregoing rights. The Company shall have the sole, absolute and
unlimited right throughout the world, therefore, to protect the
Developments by patent, copyright, industrial design, trademark or
otherwise and to make, have made, use, reconstruct, repair, modify,
reproduce, publish, distribute and sell the Developments, in whole
or in part, or combine the Developments with any other matter, or
not use the Developments at all, as the Company sees fit.
5.4
Protection of Developments . The Contractor does hereby
agree that, both before and after the termination of this
Agreement, the Contractor shall perform such further acts and
execute and deliver such further instruments, writings, documents
and assurances (including, without limitation, specific assignments
and other documentation which may be required anywhere in the world
to register evidence of ownership of the rights assigned pursuant
hereto) as the Company shall reasonably require in order to give
full effect to the true intent and purpose of the assignment made
under Section 5.3 hereof. If the Compan
|