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ELEMENT92 RESOURCES CORP.
COMPUTER MANAGEMENT
CONSULTING AGREEMENT |
This Consulting Agreement (this "Agreement") is made and
entered into as of March 10, 2007 by and between Element92
Resources Corp., a Wyoming corporation (hereinafter referred to as
the "Company") and Robert Carpenter, a consultant, residing at #27
- 7428 Southwynde Ave, Burnaby, British Columbia, Canada,
(hereinafter referred to as the "Consultant").
RECITALS
WHEREAS, Consultant has
extensive training and experience in all aspects of computer
technology, information technology and Internet development and
technology;
WHEREAS , the Company wishes
to engage the services of the Consultant as an advisor and resource
person to assist the Company in developing its business
plan;
NOW
THEREFORE, in consideration of
the mutual promises herein contained, the parties hereto hereby
agree as follows:
1. CONSULTING
SERVICES
The Company hereby retains the Consultant to act as the
Computer Management Consultant of the Company and the Consultant
hereby accepts and agrees to such retention. The Consultant, in his
capacity as the Computer Management Consultant shall assist with
management and with directing the development and maintenance of
all aspects of the Company’s computer programs including but
not limited to assistance with the development, implementation and
maintenance of the Company’s website(s), the Company’s
use of computers to properly conduct its daily affairs and the use
of computers to develop its online information and communications
programs. In addition, the Consultant shall have and perform such
other duties as are customarily performed by one holding such
position in other businesses or enterprises and shall have and
perform such unrelated duties and services as may be assigned to
him from time to time by the Board of Directors of the Company. The
Consultant agrees to abide by the Company policies and procedures
established from time to time by the Company. The Consultant shall
accept from the Company, as full compensation for his services,
including, without limitation, any services rendered by him or of
any parent, subsidiary or affiliate of the Company, compensation in
the form of shares of the Company’s common stock, $0.001 par
value per share (hereinafter referred to as the “Common
Stock”) as provided in subsection a of Section 4
below.
2. TERM OF
AGREEMENT
This Agreement shall be in full force and effect
commencing upon the date hereof and concluding at the close of
business on the same date in three years ("termination date").
Either Party may, at its own discretion, elect to terminate this
Agreement by giving notice in writing 30 days in advance of the
termination. Either party hereto shall have the right to terminate
this Agreement without notice in the event of the death,
bankruptcy, insolvency, or assignment for the benefit of creditors
of the other party. Consultant shall have the right to terminate
this Agreement if Company fails to comply with any of the material
terms of this Agreement, including without limitation its
responsibilities as set forth in this Agreement, and such
failure
continues un-remedied for a period of thirty (30) days
after written notice to the Company by Consultant. The Company
shall have the right to terminate this Agreement upon delivery to
Consultant of notice setting forth with specificity facts
comprising a material breach of this Agreement by Consultant.
Consultant shall have thirty (30) days to remedy such breach. Upon
completion of one full year of service, the Consultant shall
maintain full right to all shares as described in Paragraph
4.
3. TIME DEVOTED
BY CONSULTANT
It is anticipated that the Consultant shall spend as much
time as deemed necessary by the Consultant in order to perform the
obligations of Consultant hereunder.
4. COMPENSATION
TO CONSULTANT
In exchange for current and future Consulting Services
provided or to be provided by the Consultant to Company, the
Company shall issue to the consultant, 500,000 common shares of the
Company at a deemed price of $0.01 per share. The shares of Common
Stock to be issued to the Consultant, shall be “restricted
securities” as defined in Rule 144 of the General Rules and
Regulations under the Securities Act of 1933, as amended
(hereinafter referred to as the “Act”), and may not be
sold unless registered pursuant to the Act or in accordance with
the terms of Rule 144.
5. INDEPENDENT
CONTRACTOR
Both Company and the Consultant agree that the Consultant
will act as an independent contractor in the performance of his
duties under this Agreement. Nothing contained in this Agreement
shall be constru
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