Consulting Agreement
This consulting agreement dated this 25th day of July, 2013 by and between Advanced Capital Trading, LLC, a corporation organized under the laws of the State of New York having its principle office at 50 Broad St, Suite 1020 New York, NY 10004 (hereinafter referred to asThe Company), and Lithium exploration Group Inc. (hereinafter referred to asThe Client).
Recitals
I.The Clientdesires to obtain consulting services fromThe Companyas more particularly described herein (“Scope of Services and Manner of Performance”).
II.The Companyis in the business of providing such consulting services and has agreed to provide the services on the terms and conditions set forth in this agreement.
Now, therefore, in consideration of the faithful performance of the obligations set forth herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged,The CompanyandThe Clienthereby agree as follows.
Terms
1.Scope of Services.The Company will perform financial consulting for and on behalf ofThe Clientin relation to interactions with broker-dealers and will consult with and adviseThe Clienton matters pertaining to corporate exposure/investor awareness, business modeling and development and the release of press materials.
2.Manner of performance. It is intended thatThe Companywill provide research on Lithium exploration Group Inc. (hereinafter referred to as LEXG) and distribute company’s material to institutions, portfolio managers, broker-dealers, financial advisors and other persons whomThe Companydetermines in its sole discretion, are capable of disseminating such information to the general public.TheCompany will also adviseThe Clientconcerning marketing and promotional matters relating to its business.The Companywill act uponThe Client’sbehalf in the professional investment community. It is expressly agreed and acknowledged thatThe Companywill not be expected to provide investment advice or recommendations regarding LEXGto anyone.The Companywill focus on contacting persons, generally through conventional communications in order to familiarize them with information concerning LEXG. Additionally,The Companyshall be available for advice and counsel to the officers and directors of LEXG at such reasonable and convenient times and places as may be mutually agreed upon. Except as aforesaid, the time, place and manner of performance of the services hereunder, including the amount of time allocated byThe Company, shall be determined at the sole discretion ofThe Company.
3.Status of Consultant.The Companyshall act as an independent Consultant and not as an agent or employee ofThe ClientandThe Companyshall make no representation as an agent or employee ofThe Client.The Companyshall furnish insurance and be responsible for all taxes as an independent Consultant.The Companyshall have no authority to bindThe Clientor incur other obligations on behalf ofThe Client. Likewise,The Clientshall have no authority to bind or incur obligations on behalf ofThe Company.
1
4.Disclosure of Material Events.The Clientagrees to promptly disclose toTheCompany those events/ discoveries, which are known and/or anticipated that may or conceivably may have an impact on the stock price, business operations, future business, or public perception of LEXG. These disclosures may have a material impact on the ability and effectiveness ofThe Companyand service rendered. It shall be understood that excluded from this disclosure shall be information deemed to be non-public or
“inside” information.
5.Confidentiality Agreement. In the eventThe Client discloses information toTheCompanythatThe Clientconsiders to be secret, proprietary or non-public and so notifiesThe Company,The Companyagrees to hold said information in confidence. Proprietary information shall be used byThe Companyonly in connection with services rendered under this Agreement. Proprietary information shall not be deemed to include information that is in or becomes in the public domain without violation of this Agreement byTheClient, or is rightfully received from a third entity having no obligation toThe Clientand without violation of this Agreement. In reciprocal,The Clientagrees to hold confidential all trade secrets of and methods employed byThe Companyin fulfillment of services rendered.
6.Indemnification.The Clientagrees to indemnify and hold harmlessThe Company against any losses, claims, damages, liabilities and/or expenses (including any legal or other expenses reasonably incurred in investigating or defending any action or claim in respect thereof) to whichThe Companymay become subject to, because of the actions ofThe Clientor its agents. Likewise,The Companyagrees to indemnify and hold harmlessThe Client against any losses, claims, damages, liabilities and/or expenses (including any legal or other expenses reasonably incurred in investigating or defending any action or claim in respect thereof) to whichThe Clientmay become subject to, because of the actions ofThe Companyor its agents.The Companyis willing and capable of providing services on a “Best Efforts” basis. Payment byThe ClienttoThe Companyis irrevocable and irreversible.
7.Conflict of Interest.The Company shall be free to perform services for other persons.The Company will notifyThe Clientof its performance of consulting services for any other Client that could conflict with its obligations under this agreement.
8.Term. Refer to Schedule A.
9.Payment. Refer to Schedule B.
10.Payment Instructions. Refer to Schedule C.
2
11.Severability. This agreement may be dissolved at any time at the express consent of both parties. In the event any part of this agreement shall be held to be invalid by any competent court or arbitration panel, this agreement shall be interpreted as if only that part is invalid and that the parties to this agreement will continue to execute the rest of this agreement to the best of their abilities unless both parties mutually consent to the cancellation of this agreement.
This agreement shall be interpreted in accordance with the laws of the State o of New York. This agreement and attached schedules constitutes the entire contract of the parties with respect to the matters addressed herein and no modifications of this agreement shall be enforceable unless said modification is in writing and signed by bothThe CompanyandTheClient. This agreement is not assignable by either party without the consent of the other.
In witness hereofThe CompanyandThe Clienthave caused this agreement to be executed on the date indicated in Schedule A.
Schedule A
Term of Commitment
The term of commitment betweenThe Company andThe Client shall be for a period of 3 months. With an extension of an additional 3 months based upon performance. Commitment shall begin upon execution, by both parties, of this agreement. Provided that compensation has been received, services to be provided shall begin on August1st 2013.
| Schedule B |
| Payment |
| |
| $10,000 USD per month, due upon execution of contract. |
| |
| Schedule C |
| |
| Payment Instructions |
| Advanced Capital Trading, LLC |
| 66 Harris Rd. |
| Katonah, NY 10536 |
| |
| JP Morgan Chase Bank |
| Acct# 920499480 |
| ABA# 021000021 |
3
