SERVICES AGREEMENT
This SERVICES AGREEMENT is made this 16th day of
June, 2008 (the “Effective Date”) by and between CARLIN
GOLD US INC., a Nevada corporation, whose address is 1 East Liberty
Street, Suite 42A, Reno, Nevada 89501 (“Carlin US”);
and PIEDMONT MINING COMPANY, INC., a North Carolina corporation,
whose address is 18124 Wedge Parkway, #214, Reno, Nevada 89511
(“Piedmont”).
RECITALS
A. Carlin US and
Piedmont have entered into an “Exploration Agreement with
Option to Form Joint Venture (Willow Creek Property)” dated
June 16th 2008 (the “Exploration Agreement”). Pursuant
to the Exploration Agreement, Piedmont has agreed to retain the
services of Carlin US to manage the Piedmont’s exploration
program during Piedmont’s earn-in period.
B. The
parties agree that this Services Agreement shall govern Carlin
US’s conduct of work on the Willow Creek Property, together
with additional provisions set forth in Section 2 of the
Exploration Agreement.
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THEREFORE, Piedmont and Carlin US agree as
follows:
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1.
Work . The term
“Work” is defined for the purposes of this Services
Agreement as all labor, services and materials to be provided by
Carlin US as set forth in the attached fee schedule and Work
description, hereinafter referred to as Addendum A, which is
incorporated into this Services Agreement by this
reference.
2.
Commencement of Work .
Carlin US shall begin Work on the Effective Date, or upon such
later date as designated in the Addendum A, and shall diligently
pursue all Work to completion.
3.
Performance of Work .
Carlin US shall perform all Work in a workmanlike manner, maintain
all work sites and routes of access thereto in a clean, safe
orderly condition, and remove all rubbish and foreign material from
any site or other location occupied or used by it in its
performance of Work.
4.
Assumption of Risk .
Carlin US represents that Carlin US has examined all work sites,
and assumes all risks affecting its performance of Work at such
sites as to surface and subsurface site conditions, including
difficulties of access.
5.
Applicable Laws .
Carlin US represents that Carlin US is familiar with all laws,
rules and regulations applicable to its performance of
Work.
6.
Equipment and Personnel . Carlin US shall furnish or contract to provide all equipment,
material, supplies, and personnel necessary to perform Work, and
shall pay any federal, state or local tax assessed or levied on
account thereof, and Piedmont shall reimburse Carlin US as provided
by the terms of the Exploration Agreement and this Services
Agreement.
7.
Carlin US’s Status as Contractor
. Piedmont acknowledges that Carlin is the owner of
part of the Willow Creek Property and is not a licensed contractor.
Piedmont waives any requirement that Carlin US have a
contractor’s license as a condition of Carlin US’s
right to enforce the Exploration Agreement or this Services
Agreement.
8.
Payment to Carlin US .
Piedmont agrees to pay and reimburse Carlin US for its performance
of Work as provided by Addendum A, upon submission of appropriate
invoices and receipts.
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9.
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Insurance and Indemnity
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a. Carlin
US shall comply with all state and federal social security and
unemployment insurance laws. Before commencing Work, Carlin US
shall, if required by law, be qualified under the Workmen’s
Compensation Law of each state where Work is to be
performed.
b. Carlin US
shall obtain and maintain in effect a policy of public liability
insurance with minimum coverage of $1,000,000.00 for personal
injury and $300,000.00 for damage to real and personal property.
Prior to commencement of Work, Carlin US shall furnish
Pie
