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MANAGEMENT SERVICES AGREEMENT

Management Facility Services Agreement

MANAGEMENT SERVICES AGREEMENT | Document Parties: ELEMENT92 RESOURCES CORP. You are currently viewing:
This Management Facility Services Agreement involves

ELEMENT92 RESOURCES CORP.

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Title: MANAGEMENT SERVICES AGREEMENT
Governing Law: Wyoming     Date: 7/10/2008

MANAGEMENT SERVICES AGREEMENT, Parties: element92 resources corp.
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Exhibit 10.4


 

MANAGEMENT SERVICES AGREEMENT

                              DIRECTOR



THIS AGREEMENT is made as of May 1, 2007, (the "Effective Date").

BETWEEN:

ELEMENT92 RESOURCES CORP. a company operating pursuant to the laws of the State of Wyoming with a mailing address of 250 H Street, #459 Blaine, WA 98230 (the "Company")

 

OF THE FIRST PART


 

AND:


 

Daniel S. Mckinney
with a mailing address of
114 Magnolia Street, Suite 400-115
Bellingham, WA 98225
(the "Director")


 

OF THE SECOND PART


This management Services Agreement (the "Agreement") is made and entered into effective as of May 1, 2007 (the "Effective Date"), between Element92 Resources Corp. (the "Company") Daniel S. Mckinney (the "Director").

WHEREAS:

A.       The Company is engaged in the business of mining exploration and development
 
B.       The Company desires to retain Daniel S Mckinney to act as Director and provide his services
 

to the Company as an Director on the terms and subject to the conditions of this Agreement.

A. Daniel S Mckinney has agreed to act as Director to the Company and to provide his services to the Company on the terms and subject to the conditions of this Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1. DEFINITIONS

The following terms used in this Agreement shall have the meaning specified below unless the context clearly indicates the contrary:

(a)       "Board" shall mean the Board of Directors of the Company.
 
(b)       "Cause" shall mean the Director's (i) commission of an act of fraud, theft or embezzlement
 

or other similar willful misconduct; (ii) conviction of (or pleas of nolo contendere with respect to) a felony or other crime involving moral turpitude; (iii) a serious neglect of his material duties or failure to perform his material obligations under this Agreement, or (iv) refusal to follow lawful directives of the Board, provided however, that the Company shall give the Director written notice specifying any actions alleged to constitute Cause under clauses (iii) or (iv), and the Director shall have 30 days from the date of receipt of the Company's written notice in which to cure any such alleged Cause.


(c) "Service Term" shall mean the period beginning on the Effective Date and ending on the close of business on the effective date of the Director's termination of service with the Company.

(d)       "Expiration Date" shall have the meaning ascribed to such term in Section 2.
 
(e)       "Termination of Service" shall mean the first to occur of the following events:
 
(i)       the date of death of the Director;
 
(ii)       the effective date specified in the Company's written notice to the Director of the Company's
 

termination of his service without Cause;

(iii) the effective date specified in the Company's written notice to the Director of the Company's termination of his service for Cause; and (iv) the occurrence of the Expiration Date.

2. SERVICE TERM

The Service Term shall become effective and begin as of the Effective Date, and shall continue until the close of business on the 3rd anniversary of the Effective Date (the "Expiration Date"), unless the Director's services are terminated earlier pursuant to a Termination of Service. The Director will serve the Company subject to the general supervision, advice and direction of the Board and upon the terms and conditions set forth in this Agreement.

3. COMMENCEMENT OF SERVICE

The Company hereby engages the Director and the Director hereby agrees to such service on the terms and conditions described in this Agreement. The Director is being engaged directly by the Company as a Director who will be compensated for the services rendered as herein provided. The Director’s service with the Company will commence on May 1, 2007 (the effective date of this contract).

4. DESCRIPTION OF DUTIES and JOB TITLE

During the term of this Agreement the Director agrees to devote his best efforts to perform all duties as shall be determined by and at the reasonable discretion of the Company's Board of Directors, and is charged with the responsibilities, duties and functions necessary to assist the Company to meet all of its obligations.

The job title is Director and the Director will report to the Board. His main duties will be:

(a) To assist the President to manage the domestic and international operations of the company;

(b) To assist with the supervision and administration of the Company's mining projects worldwide;

(c)       To assist with the supervision and administration of the Company's daily operations:
 
(d)       Assist the Company to raise capital for general and project purposes;
 
(e)       To assist the Company in evaluation of potential expansion into other mining areas.
 
(f)       To help assess joint venture proposals and work with legal professionals;
 
(g)       to advise the board of directors as to the suitability of properties for possible acquisition;
 
(h)       To work with geologists, engineers, prospectors and other professionals on present and
 

 

future Company projects;


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(i) to work with various marketing personnel and assist management to develop brochures, literature, news releases, website(s) and other promotional or informational materials and write such materials as required;

(j) to work with, and assist the Company to develop contacts and relationships, in the brokerage community;

(k)       to assist the Company to develop and maintain proper budgets and budgeting controls;
 
(l)       To assist with the management of the Company’s day-to-day operations.
 

5. OTHER INTERESTS

Apart from the above, the Director will devote his time, attention and abilities to his duties, and to act in the best interests of the Company at all times. The Director must not, without the Company's written consent, be in any way directly or indirectly engaged or concerned in any other business where this is or is likely to be in conflict with the Company's interests or where this may adversely affect the efficient discharge of his duties. However, this does not preclude the Director holding securities in any other company.

6. TRAVEL AND WORKING OVERSEAS

The Director may be required to travel locally or internationally from time to time. This may involve traveling outside normal business hours and at weekends or public holidays should the need arise.

In addition to the compensation provided for under this Section, upon submission of proper vouchers in accordance with the Company's expense reimbursement policies and procedures as may exist from time to time, the Company will reimburse the Director for all normal and reasonable travel and other expenses incurred by the Director during the Service Term in performance of the Director's responsibilities to the Company.

At the request of the Director, the Company may make an advance of travel or expense funds to the Director against an approved budget.

Due to the Director’s travel requirements on behalf of the Company, and subject to the Company’s prior written consent based on its ability to afford the protection herein described, the Company agrees to provide additional Travel Protection as follows:

(a) Medical Emergency Evacuation

In the event of a Medical Emergency as determined by the Director, the Company will provide the necessary funds and other resources for immediate evacuation to a destination specified by the Director;

(b) Security Emergency Evacuation

In the event of Security Emergency as determined by the Director, including, but not limited to civil unrest, terrorist attack, acts of violence or threats to the Director or foreign legal issues, the Company will provide the necessary funds and other resources for immediate evacuation to a destination specified by the Director;

(c) Family Emergency Evacuation

In the event of an emergency, as determined by the Director, affecting the Director’s immediate family including the spouse or child of the Director, parent or sibling, the Company will provide the necessary funds and other resources for immediate evacuation to a destination specified by the Director;

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(d) Personal Damage or Financial Emergency


 
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