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Exhibit 10.1
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this
“Agreement”) is entered into as of the 23rd day of June
2008,
BETWEEN:
Silver
Reserve Corp., a Delaware corporation (herein called the
“Corporation”) and 1408943
Alberta Ltd., an Alberta corporation (herein called
“Consultant”).
RECITALS:
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A.
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The
Corporation wishes to engage the Consultant to assist the
Corporation with its efforts to advance and manage the exploration
and development of the mineral properties owned by the
Corporation.
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B.
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The
Consultant wishes to accept this engagement by the
Corporation.
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C.
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The
Corporation’s shares of common stock are traded on OTC
Bulletin Board® under the symbol
“SLVV.”
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NOW THEREFORE ,
in consideration of the mutual covenants and agreements contained
in this Agreement and other good and valuable consideration, the
parties agree as follows:
In
this Agreement,
“Agreement” means
this agreement as it may be amended from time to time.
“Compensation” means
amounts set out in Section 4 hereof.
“Confidential Information” means
all confidential or proprietary information about the Corporation,
including, without limitation including information about the
properties of the Corporation, drilling results, results of
exploration programs, information about investments in the
Corporation and/or potential investments, information about
business combinations and transactions, information about
Corporation’s investors and other information that has not
been released to the public or is not publicly known about the
Corporation;
“Expenses” means
amounts set out in Section 5 hereof.
“Term” means
the period commencing June 23, 2008 and terminating in accordance
with Section 11 hereof.
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REPRESENTATION AND WARRANTIES
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Each
of the Corporation and the Consultant hereby covenant,
represent and warrant to each other as follows:
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(a) |
They
have all of the necessary power, authority and capacity to enter
into this Agreement.
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(b) |
This
Agreement will constitute valid and binding obligations of each of
the parties enforceable against each of them as is applicable in
accordance with the terms hereof.
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| 3. |
ENGAGEMENT OF THE CONSULTANT - SCOPE OF
RESPONSIBILITIES
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Consultant
shall perform the following services subject to the
supervision of the Board of Directors of the
Corporation.
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The duties and responsibilities of the Consultant shall include
overseeing the Corporation’s administration and
promotion.
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Assure
that the Corporation is meeting all regulatory compliance and
reporting matters as required under any applicable securities
legislation or exchange regulation.
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·
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Assure
that all officers, directors, consultants and employees are
conducting them selves in compliance with the Corporation’s
Corporate Governance Manual.
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Work
with other consultant’s engaged by the Corporation and with
the officers of the Corporation to advise the Corporation on
business plan development;
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·
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Provide
the services of Mason Douglas to act as President of the
Corporation such that Mr. Douglas will carry out the
responsibilities of the President as provided in the
Corporation’s by-laws and in compliance with the
Corporation’s corporate governance manual and as further
specified by the Company’s board or directors;
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Work
with other officers and staff of the Corporation in assessing the
merits of acquiring or disposing of mineral properties or other
assets.
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The
Consultant will oversee the preparation and review of the
Corporation’s budgets.
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The
Consultant shall perform faithfully the duties assigned to it to
the best of its ability.
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The
Corporation agrees to compensate the Consultant as follows for
the services provided hereunder:
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(a)
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Eight
thousand five hundred dollars ($8,500) per month.
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(b)
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In
his capacity as President of the Corporation Mr. Douglas shall be
entitled to three weeks of vacation (to be taken at the his
discretion, so long as not inconsistent with the reasonable
business needs of the Corporation)
and
company holidays in accordance with the Corporation's policies in
effect from time to time for its senior executive officers. During
said holidays and vacations, Mr. Douglas shall be available by
phone or e-mail or will have delegated to a person on the
Corporation’s Board of Directors or otherwise directly or
indirectly employed by the Corporation who will accept Mr.
Douglas’ responsibilities during his absence.
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The
Corporation will reimburse the Consultant for all reasonable
business expenses actually incurred and paid by the Consultant
to third parties during the Term in the performance of the
Consultant’s services under this Agreement, upon
presentation of expense statements and receipts or such other
supporting documentation as the Corporation may reasonably
require. Expenses shall be reimbursed in accordance with the
Corporation’s policies and procedures. Employees of the
Consultant shall travel coach class domestically and business
class internationally, subject to flight
availability.
Fees
and expenses will be billed monthly by the Consultant to the
Corporation.
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NATURE OF RELATIONSHIP
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The
parties acknowledge and agree, solely with respect to the
rights and obligations of the Consultant under this Agreement,
as follows:
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(a)
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the
relationship of the Consultant to the Corporation is that of an
independent contractor; and
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(b)
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the
Corporation and the Consultant are not partners or joint venturers
with each other.
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| 8. |
NO CONFLICTS OF INTEREST
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The
Consultant will not engage in any business or other
transaction or have any financial or other personal interest,
which is incompatible with the performance by the Consultant
of the duties under this Agreement in the manner contemplated
by this Agreement.
The
Corporation acknowledges that the Consultant will provide from
time to time similar services for other parties in the mining
business which shall not be con
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