AGENCY AND COOPERATIVE AGREEMENTCooperation Agreement |
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AGENCY AND COOPERATIVE AGREEMENT
THIS AGREEMENT made effective the __20th__ day of
___October ___, 2006 , (the "Effective Date").
BETWEEN:
ASIAN DRAGON GROUP INC., a Nevada corporation with offices at suite 1100 –
475 Howe Street, Vancouver, BC;
(“Asian Dragon”)
AND:
WORLD FORTUNE ENTERPRISE INC., a BC corporation with offices at
870 East 54th Ave, Vancouver, British Columbia, V5X 1L7,
Canada;
(“World Fortune”)
(Asian Dragon and World Fortune herein collectively referred to as
the "Parties")
WHEREAS World Fortune is a private British Columbia corporation
established to source and assess opportunities in the precious metals industry
in China;
AND WHEREAS Asian Dragon wishes to engage World Fortune as an Agent of Asian
Dragon, and World Fortune wishes to be engaged by Asian Dragon as an Agent, on
the terms and conditions contained herein, to present to Asian Dragon
opportunities in the precious metals industry in China;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants
and agreements herein contained, the parties hereto do covenant and agree (the
"Agreement") each with the other as follows:
1.
Scope of Agent's Position
1.1
Position and Title. Asian Dragon
hereby engages World Fortune as a bona fide Agent of Asian Dragon. World
Fortune hereby agrees to such engagement.
1.2
Duties of World Fortune. Asian
Dragon engages World Fortune to fulfill the duties (“Duties”)
specified on Schedule “A” of this Agreement. World Fortune
hereby agrees to fulfill the Duties specified. Asian Dragon and World
Fortune agree that the Duties may be replaced, amended, superseded or
supplemented from time to time by written consent by the Parties
1.3
Reporting. World Fortune will report
to and take instructions and directions from Asian Dragon upon Asian
Dragon’s indication of its desire to proceed with any specific
opportunity as presented to Asian Dragon by World Fortune (an
“Opportunity”).
1.4
Commitment of World Fortune. During
the term of this Agreement, World Fortune will devote any time required to
promote the best interests of Asian Dragon on a non-exclusive basis. In
carrying out its Duties, World Fortune will use its full abilities, knowledge,
expertise, technical skill and ingenuity, among other things, to meet this
standard. In addition, World Fortune will carry out its Duties honestly,
in good faith and in the best interests of Asian Dragon.
2.
Compensation
2.1
World Fortune shall be compensated in the
form and in the amount as agreed to between the Parties (the
“Compensation”) such Compensation to be set out in each separate
formal agreement entered into between the Parties (a “Formal
Agreement”) such Formal Agreements to be executed upon World Fortune
brining to Asian Dragon a satisfactory Opportunity.
2.2
Reimbursement of Expenses. Asian
Dragon will reimburse World Fortune for all reasonable expenses incurred by
World Fortune in the performance of its Duties and with respect to each
Opportunity which is evidenced by a Formal Agreement, provided that World
Fortune provides Asian Dragon with a written expense account, in a form
satisfactory to Asian Dragon.
3.
Funding to Held in Trust
3.1
The Parties acknowledge and agree that at
certain times and with respect to the evaluation of certain Opportunities,
Asian Dragon will be required to provide certain funds (the
“Funds”) to be placed in trust with World Fortune to provide
requisite authority to World Fortune to proceed with the evaluation of an
Oppportunity by the Gold Bureau of China and the Chinese Government. The Parties
further acknowledge that these Funds will at all times remain the property of
Asian Dragon or its assignees.
4.
Term and Termination
4.1
Term. This Agreement shall become
effective as of the Effective Date and shall continue during the term of any
contract negotiated by World Fortune on Asian Dragon’s behalf in
connection with an Opportunity and shall be automatically extended, unless
terminated in accordance with the provisions of this Agreement.
4.2
World Fortune’s Right to Terminate
for any Reason. World Fortune may terminate this Agreement for any
reason:
(a)
at any time upon providing 10 days advance
notice in writing to Asian Dragon; or
(b)
upon a material breach or default of any
term of this Agreement by Asian Dragon, but only if World Fortune has first given
written notice of such breach or default to Asian Dragon and Asian Dragon have
failed to rectify the breach or default within a period of 10 days following
receipt of such notice.
4.3






