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ELEMENT92 RESOURCES CORP. CONSULTING SERVICES AGREEMENT

Consulting Services Agreement

ELEMENT92 RESOURCES CORP. CONSULTING SERVICES AGREEMENT | Document Parties: ELEMENT92 RESOURCES CORP. You are currently viewing:
This Consulting Services Agreement involves

ELEMENT92 RESOURCES CORP.

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Title: ELEMENT92 RESOURCES CORP. CONSULTING SERVICES AGREEMENT
Governing Law: Wyoming     Date: 7/10/2008

ELEMENT92 RESOURCES CORP. CONSULTING SERVICES AGREEMENT, Parties: element92 resources corp.
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Exhibit 10.3


 

   ELEMENT92 RESOURCES CORP.

CONSULTING SERVICES AGREEMENT



THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as the “Agreement”) dated this 10th day of March 2007 (hereinafter referred to as the “Effective Date”), by and between Element92 Resources Corp. (hereinafter referred to as the “Company”), a Wyoming corporation with a mailing address at 250 H Street #459 Blaine WA 98230, and Mr. Edward Low (hereinafter referred to as the “Consultant”), with his residence address located at 2730 E 54th Ave, Vancouver, British Columbia, Canada, V5S 1X8

 

WITNESSETH:


 

WHEREAS:


1.       The Consultant has certain expertise in accounting and as a bookkeeper.
 
2.       The Company desires to retain the Consultant and the Consultant desires to be
 

retained by the Company upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Responsibilities . The Company hereby retains the Consultant to act as the bookkeeper of the Company and the Consultant hereby accepts and agrees to such retention. The Consultant, in his capacity as the bookkeeper of the Company, shall keep the books of account of the Company and prepare unaudited financial statements, as necessary, for the Company. 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 that are the same as or similar to that engaged in by the Company, 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 or the Chief Financial Officer of the Company. The Consultant agrees to abide by the Company policies and procedures established from time to time by the Company. The exact nature of the duties of the Consultant shall be more fully outlined and defined in a formal job description between the Company and the Consultant, copies of which, as amended from time to time, shall be attached hereto as APPENDIX A, and incorporated herein by this reference. The Consultant shall accept from the Company, as full compensation for his services, including, without limitation, any services rendered by him as an officer or director of the Company or of any parent, subsidiary or affiliate of the Company, incentive 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 Section 4 below.

2. Best Efforts of Consultant . The Consultant agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents perform to the reasonable satisfaction of the Company all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement. Such duties shall be rendered at such place or places and during such hours as the Company shall in good faith require or as the interest, needs, business or opportunity of the Company shall require.

3. Term . The term of this Agreement shall be a period of three years, commencing March 10, 2007, and terminating March 9, 2010, subject, however, to prior termination as hereinafter provided.


4. Compensation of Consultant . The Company shall issue the Consultant 50,000 newly-issued, restricted shares of Common Stock of the Company at a deemed price of $0.10 per share for the period from March 10, 2007, and terminating March 9, 2010 for services performed to date and to be performed under the terms and conditions of this Agreement. The shares of Common Stock to be issued 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. Upon completion of one full year of service, the Consultant shall maintain full right to all shares as described herein.

5. Expenses . The Consultant shall be authorized to incur reasonable expenses in the performance of his responsibilities pursuant to this Agreement, including expenses for business entertainment, business travel and similar items and other expenses as approved by the Company, subject to a limit of $100.00 or other restrictions established from time to time by the Company. The Company shall reimburse the Consultant for all such authorized expenses within a reasonable time after presentation by the Consultant from time to time of an itemized account of such expenditures.

6.       Termination . a. This Agreement may be terminated by the Consultant upon thirty (30)
 

days’ prior written notice to the Company. If the Consultant shall so terminate this Agreement within one year of the Effective Date, the Consultant shall return all shares issued to the Consultant as described in Section 4 above.

b. (i) The Company may terminate this Agreement at any time in the

event of any violation by the Consultant of any of the terms of this Agreement or for cause, as defined below, without notice to the Consultant.

(ii) Sufficient cause for termination by the Company shall be a determination made in good faith and based upon reasonable grounds that the Consultant: (a) has failed to adequately perform his duties hereunder, as determined by the Board of Directors in its sole discretion, or has been substantially absent from retention; (b) has engaged in habitual drunkenness or abusive drugs rendering the Consultant unable to carry our his duties in a responsible manner; (c) has embezzled funds or misapplied assets of the Company; (d) has committed an act with the intent to defraud or hinder the Company; or (e) has been negligent in the performance of the duties owed by the Consultant to the Company.

(iii) As soon as may be practicable after the termination of the Consultant by the Company for cause, the Board of Directors of the Company shall make an investigation of, and allow the Consultant an opportunity to discuss with the Board of Directors, the relevant facts with respect thereto. If the Board of Directors of the Company shall determine that the Consultant has been terminated without cause, the Consultant shall be reinstated in the position which he held prior to the termination and shall receive any compensation accrued or payable during the period of his termination. In such event, any shares of Common Stock or other accrued benefits shall be payable to the Consultant as if the Consultant had not been terminated.

(iv) Any conduct of the Consultant that shall constitute cause for termination under the terms of subsection b (2) of this Section 6 and any breach or evasion of any of the terms of this Agreement by either party hereto will result in immediate and irreparable injury to the injured party and will authorize recourse to injunction and/or specific performance as well as to all other legal or equitable remedies to which such injured party may be entitled hereunder.

2


 



c. Anything herein contained to the contrary notwithstanding, in the event that the Company shall discontinue operating its business for any reason including but not limited to insolvency, then this Agreement and the Consultant’s retention hereunder shall terminate as of the date the Company ceases business operation. For purposes of this Agreement, the Company shall be considered to be insolvent if: (i) a petition under Chapters 7, 11 or 12 of the Bankruptcy Reform Act of 1978 has been filed by or against the Company and has not been dismissed within ninety (90) days after filing; or (ii) the Company has made an assignment for the benefit of creditors.

d. If the Consultant shall die during the term of this Agreement, this Agreement and the Consultant’s retention hereunder shall terminate immediately upon the Consultant’s death.

e. (i) Notwithstanding anything in this Agreement to the contrary, the Company is hereby given the option to terminate this Agreement and the Consultant’s retention hereunder in the event that the Consultant, during the term hereof, shall become permanently disabled as defined in subsection e (ii) of this Section 6 below. The Company may exercise such option by giving written notice of termination to the Consultant at any time after the Consultant becomes permanently disabled. This Agreement and the Consultant’s retention shall terminate as of the date of such notice, provided that the Consultant shall be entitled


 
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