EXHIBIT
10.1
CONSULTING
AGREEMENT
This Consulting
Agreement (this “Agreement”) is made as the 1
st day of March , 2009 by and between General
metals Corporation, a Nevada corporation (the
“Company”) and Mark J. Iacono, an individual residing
at 4 Wispering Woods Dr., Smithtown, NY 11787
(“Consultant”).
WHERAS, Consultant
desires to reorder consulting services to the Company and the
Company desires to retain Consultant for the purpose of rendering
such services, pursuant to the terms and conditions of this
Agreement.
NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual agreements
and covenants contained herein, and for other good and valuable
consideration, the receipt and adequacy which are hereby
acknowledged, the parties herein hereby agree as
follows:
SECTION
1
APPOINTMENT:
TERM
Section 1.1.
Appointment. The Company hereby appoints Consultant, and Consultant
hereby accepts such appointment, to serve as a consultant to the
Company and to perform such services as may be requested from time
to time by the Company and agreed to by Consultant during the Term,
as hereinafter defined, pursuant to the terms and conditions of
this Agreement. Consultant shall have a twelve month time
commitment.
Section 1.2. Term. The
term of this Agreement shall commence on the date hereof and expire
on the one year anniversary date of this Agreement, or on the
earliest date this Agreement, or on the earliest date this
Agreement is terminated pursuant to Section 1.3 (the
“Term”).
Section 1.3.
Termination. This Agreement may be terminated as
follows:
(a)
By the Company upon
thirty (30) days written notice to Consultant, provided, that in
the event the Company terminates this Agreement for any reason, the
Company shall be responsible for all fees payable to Consultant
pursuant to Section 3 and all other sections of this Agreement;
and
SECTION
2
DUTIES AND
OBLIGATIONS OF CONSULTANT
Section 2.1. General
Duties. Consultant shall provide introduction to retail brokers,
high net worth individuals, institutions, money managers and other
financial community resources.
Section 2.2. Other
Activities. Consultant may engage in any other activities related
to any industry during and after the Term of this
Agreement.
Section 2.3. No
Disclosure of Confidential Information. As long as this Agreement
in effect, Consultant agrees that it shall not divulge, communicate
or use to the disadvantage of the Company, or for the benefit of
any other person or entity, or misuse in any way, any Confidential
Information (as defined below) related to the Company, during the
Term of this Agreement. Notwithstanding anything to the contrary
contained in this Section 2, Consultant shall be under no
obligation to maintain the confidentiality of any information which
(i) is or becomes part of the public domain through no act or
omission attributable to Consultant or any other person; (ii) is
required by law to be disclosed; provided, that, if required to be
disclosed by law, Consultant shall provide the Comp[any with prompt
notice of such requirement so that the Company may seek an
appropriate protective order, or (iii) Consultant may receive from
third party who is unrelated to the Company and who is not under an
obligation to maintain the confidentiality of any such information.
As used in this Section 2, the term “Confidential
Information” shall mean information disclosed to Consultant
or known by Consultant as a consequence of Consultant’s
relationship with the Company with respect to: the Company’s
employees, customer dealings with the Company, advertising methods,
public relations methods, business plans, methods and forecasts,
customer and vendor lists, finances, trade marks, trade secrets and
other intellectual property which is owned by the
Company.
SECTION
3
COMPENSATION OF
CONSULTANT
Section 3.1. Payments.
As consideration for the Services and the non-disclosure covenants
of Consultant contained herein, the Company shall pay to
Consultant:
(a)
Consultant shall receive
2,500,000.00 restricted shares of the Company’s stock,
(“the shares”) upon signing of the contract,
and
(b)
The Company shall
reimburse Consultant, or cause it to be reimbursed, for all
reasonable out-of-pocket expenses incurred by him in the
performance of hereunder or in furtherance of the business and/or
interests of the Company; provided however that Consultant shall
have previously furnished to the Company an itemized account
satisfactory to the Company, in substantiation of such expenditures
and such expenses will be approved by the company prior to be
incurred,
and
