Mexoro
Minerals, Ltd.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the “
Agreement ”) is made and entered into as of
September 21, 2009, (the “ Effective Date
”) by and between Mexoro Minerals, Ltd., a Delaware
corporation (the “ Company ”), and the
MRT Investments Ltd.(the “ Consultant
”).
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A.
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The
Company desires to retain the services of the Consultant as a
consultant to the Company.
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B.
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The
Consultant is willing to be retained by the Company on the terms
and subject to the conditions set forth in this
Agreement.
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THE PARTIES
AGREE AS FOLLOWS:
1. Services . The Consultant
shall perform the services set forth in Exhibit A
attached hereto (the “ Services ”). The
Consultant shall not allow any other entity to perform any of the
Services for or instead of the Consultant. The Consultant shall
comply with the statutes, rules, regulations and orders of any
governmental or quasi-governmental authority, applicable to the
performance of the Services. The Company and Consultant may amend
Exhibit A , from time to time, to add additional
Services to be provided by Consultant.
2.1 Definitions . For purposes of
this Agreement, the following terms shall have the following
meanings:
(a) “ Accrued Expenses
” shall mean any appropriate business expenses incurred by
the Consultant in connection with the Services provided hereunder
and approved in advance by the Company, all to the extent unpaid or
unreimbursed on the date of termination; provided, however, that
reimbursement for expenses may be delayed until such time as the
Consultant has furnished reasonable documentation for authorized
expenses as the Company may reasonably request.
(b) “ Confidential
Information ” is all information related to any
aspect of the Company’s business which is either information
not known by actual or potential competitors of the Company or is
proprietary information of the Company, whether of a technical
nature or otherwise. Confidential Information is to be broadly
defined and includes, but is not limited to, trade secrets,
copyrights, ideas, techniques, know-how, inventions (whether
patentable or not), and/or any other information of any type
relating to business plans, past or future financing, marketing,
forecasts, pricing, customers, the salaries, duties,
qualifications, performance levels, and terms of compensation of
other employees, and/or cost or other financial data concerning any
of the foregoing or the Company and its operations
generally.
2.2 Independent Contractor . The
parties hereto understand and agree that the Consultant is an
independent contractor and not an employee of the Company. The
Consultant has no authority to obligate or bind the Company by
contract or otherwise. The Consultant will not be eligible for any
employee benefits, and the Company will not make deductions from
the Consultant’s fees for taxes (except as otherwise required
by applicable law or regulation). Any taxes imposed on the
Consultant due to activities performed hereunder will be the sole
responsibility of the Consultant.
2.3 Term of Service . This
Agreement is valid from the date of execution and shall continue
until it is terminated by either the Company or by Consultant, with
or without cause, upon 20 days prior written notice by the
party terminating the Agreement to the other party.
2.4 Termination of Consultant .
Upon termination of the Consultant, the Consultant shall promptly
return to the Company, without limitation, all documents, drawings
and any other items of whatever nature supplied to the Consultant
by the Company or owned by the Company pursuant to this Agreement
and the Company shall pay the Consultant Accrued Expenses, if
any.
3.
Compensation and Expenses .
3.1 Compensation . In
consideration of Services provided, Consultant shall receive the
compensation listed on Exhibit B hereto. The Company
and Consultant may amend Exhibit B , from time to time, to
provide Consultant with additional compensation in connection with
the Company’s and Consultant’s amendment of
Exhibit A hereto.
3.2 Expense Reimbursement . The
Company agrees to reimburse the Consultant for all reasonable,
ordinary and necessary out-of-pocket travel and other expenses
incurred by the Consultant in conjunction with his services to the
Company, which expenses have been approved in advance in writing by
the Company. The Company will reimburse such expenses within
30 days after Consultant has provided to the Company, in form
and substance reasonably satisfactory to the Company, appropriate
documentation evidencing such expenses.
4. Noncompetition . During
the term of this Agreement, the Consultant shall not, directly or
indirectly, either as an employee, employer, consultant, agent,
principal, partner, stockholder, corporate officer, director, or in
any other individual or representative capacity, engage,
participate in or perform services for any business that is in
competition with the business of the Company.
5.
Confidentiality Obligation .
5.1 The Consultant will hold all Company
Confidential Information in confidence and will not disclose, use,
copy, publish, summarize, or remove from the premises of the
Company any Confidential Information, except as necessary to carry
out the Consultant’s assigned responsibilities as a Company
Consultant. In the event the Consultant is required to disclose any
Confidential Information pursuant to law or government regulation,
the Consultant will promptly notify the Company in order to allow
the Company the maximum time to obtain protective or confidential
treatment of the Confidential Information before it is
disclosed.
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5.2 Confidential Information subject to
Section 5.1 does not include information that: (i) is or
later becomes available to the public through no breach of this
Agreement by the Consultant; (ii) is obtained by the
Consultant from a third party who had the legal right to disclose
the information to the Consultant; (iii) is already in the
possession of the Consultant on the date this Agreement becomes
effective; or (iv) was developed by the Consultant independent
of the performance of the Services.
6. Information of Others .
The Consultant will safeguard and keep confidential the proprietary
information of customers, vendors, consultants, and other parties
with which the Company does business to the same extent as if it
were Company Confidential Information. The Consultant will not use
or disclose to the Co
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