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Exhibit 10.03
THIS
AGREEMENT made effective March 1, 2005 (the "Effective
Date").
BETWEEN:
Daybreak
Mines, Inc., a body corporate, incorporated pursuant to the
laws of the State of Washington
(hereinafter
referred to as the "Corporation")
OF
THE FIRST PART -
and
-
413294
Alberta Ltd., a body corporate, incorporated pursuant to the
laws of the Province
of Alberta
(hereinafter
referred to as the "Consultant")
WHEREAS
the Corporation wishes to engage the services and expertise of
the Consultant on the terms and conditions hereinafter set
forth, and the Consultant wishes to accept such an
engagement;
NOW
THEREFORE in consideration of the covenants of each of the
parties given to the other and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
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1.1
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Effective
as of the Effective Date, the Corporation engages the Consultant,
and the Consultant accepts an engagement with the Corporation to
render the consulting services for the Corporation as set out in
Schedule A. During the term of this Agreement, the Consultant shall
provide the services of Robert Martin who shall devote such of his
time, attention and abilities to the business of the Corporation as
may be necessary for the proper exercise of the Consultant's duties
hereunder. Nothing in this Agreement shall be interpreted or
construed as creating or establishing a relationship of employer
and/or employee between the Corporation and Robert
Martin.
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2.1
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The
Consultant shall make the services of Mr. Robert Martin available,
as requested, to perform
this Agreement. The Consultant agrees that Robert
Martin shall be entitled to render
services to others in the oil and gas industry during the term of
this consulting agreement.
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2.2
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The
Consultant's duties shall be to provide the services more
particularly set forth on Schedule
"A" hereto.
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2.3
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The
Consultant warrants and represents that it is duly qualified to
perform its duties hereunder,
and further covenants that in performing its duties hereunder, it
will not engage
in activity that is in violation of applicable securities laws or
subject the Corporation
to liability thereunder.
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The
Corporation agrees to compensate the Consultant as set out in
Schedule "B" attached hereto.
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4.1
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The
Consultant acknowledges the Corporation will have reporting and
disclosure obligations
under all applicable securities legislation. The Consultant
covenants and agrees
that it shall not any time, during or after the termination of the
Consultant's engagement
by the Corporation, reveal, divulge, or make known to any person
(other than
the Corporation or its affiliates) or use for its own account any
customer's lists, trade
secrets, or secret or confidential information used by the
Corporation or its Affiliates
during the Consultant's engagement by any of them and made
known (whether
or not with the knowledge and permission of the Corporation,
whether or not developed,
devised or otherwise created in whole or in part by the efforts of
the Consultant,
and whether or not a matter of public knowledge unless as a result
of authorized disclosure)
to the Consultant by reason of its engagement by the Corporation of
any of its Affiliates. The Consultant further covenants and agrees
that all knowledge and information, which is acquired or developed
for the Corporation or any of its Affiliates by the Consultant, is
the property of the Corporation. The Consultant further covenants
and agrees that it shall retain all such knowledge and information
which it shall acquire and develop during such engagement
respecting such customer lists, trade secrets and secret or
confidential information in trust for the sole benefit of the
Corporation, its affiliates, and their successors and
assigns.
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4.2
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The
Consultant shall promptly communicate and disclose to the
Corporation all observations made and data obtained by it in
the course of its engagement by the Corporation. All
written materials, records and documents created by the Consultant
or coming
into its possession concerning the business or affairs of the
Corporation or any of
its Affiliates shall, upon the termination of this Agreement,
promptly be returned to the Corporation.
Upon the request of the Corporation until termination of
its engagement by the Corporation, the Consultant shall render
to the Corporation or to any Affiliate designated
by it such reports of the activities undertaken by
the Consultant or conducted under the Consultant's direction
for the Corporation and its Affiliates as the Corporation may
request.
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4.3
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Any
breach of Confidentiality as outlined above will be prosecuted to
the full extent of the
law, and reported to the Consultant's applicable regulatory
Board.
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5.1
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This
Agreement shall be for a term commencing March 1 ,
2005 and terminating February
28, 2006. Either party may terminate this Agreement at any
time without notice in the event of a fundamental breach of
the terms of this Agreement by the other party.
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6.
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CHANGE OF CONTROL, SALE OF CORPORATION, SALE OF ASSETS OF
THE
CORPORATION
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6.1
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The
Corporation acknowledges the valuable services that the Consultant
has provided and
will continue to provide to the Corporation in providing the
services of Robert Martin
in his capacity as an officer thereof and an authorized
representative thereof.
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6.2
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The Corporation acknowledges that in the event of a change of control of the
Corporation
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