EXHIBIT 10.8
SERVICE AGREEMENT
THIS AGREEMENT is dated for reference the 17th day of May, 2005
BETWEEN:
GRYPHON GOLD CORPORATION, having an office at
300 - 905 West Pender St., Vancouver, British Columbia, V6C 1L6
(the "Company")
AND:
THE KOTTMEIER RESOLUTION GROUP LTD. having an office at
Suite 410 - 744 West Hastings St., Vancouver, British Columbia, V6C 1A5
(the "Service Provider")
WHEREAS the Company and the Service Provider wish to enter into this Agreement
regarding the provision of the Service Provider's services to the Company,
THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. SERVICES
1.1 The Company hereby retains the Service Provider upon the terms and
conditions of this Agreement, and the Service Provider hereby accepts such
retainer on such terms and conditions.
1.2 The Service Provider shall provide the Company with expertise and
assistance in the areas generally described in Schedule "A" to this Agreement.
If requested by the Company, the Service Provider shall be a member of the
Company's Strategic Advisory Board at the pleasure of the Company.
1.3 The Service Provider shall take direction from and report to the
Company's chairman or to such other person as the Company's chairman may direct.
The Service Provider shall devote sufficient time and attention to the Company's
business as may be required to properly perform his duties hereunder.
1.4 The Service Provider covenants that he shall not do, or fail to do,
anything which could be reasonably expected to damage the reputation of the
Company, its affiliates or any of its directors, officers, employees,
contractors or consultants.
1.5 The Service Provider will ensure that the substantive content of any
and all public communications by the Service Provider in respect of the Company
will not be released to the public until it has been reviewed and consented to
by a senior officer of the Company.
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2. TERM
2.1 The term of this Agreement shall be as stated in Schedule "A".
3. REMUNERATION AND EXPENSES
3.1 The Service Provider's remuneration will be as specified in Schedule
"A".
3.2 Subject to the limitations expressed below with respect to prior
authorization, the Company shall reimburse the Service Provider for all
reasonable expenses incurred by him in furtherance of the Company's business.
The Service Provider shall, to the greatest extent possible, submit statements
and receipts for all expenses claimed. The Service Provider acknowledges and
agrees that the Company's obligation to reimburse those expenses is subject to
the following limitations:
(a) the Company will only reimburse the Service Provider for those
expenses that the Company considers reasonable or to which the
Company has granted prior authorization;
(b) the Company will not be responsible for, and the Service
Provider will be responsible for and pay expenses associated
with the provision of office space and general office support
services (e.g. staff, utilities, office equipment) that may be
required by the Service Provider in connection with rendering
the services to the Company; and
(c) the Company will not be responsible for, and the Service
Provider will be responsible for and will pay all costs of
conducting the Service Provider's business, including but not
limited to, the expense and responsibility for any applicable
insurance or municipal, provincial or federal licenses,
permits, taxes or assessments of any kind, and payment of all
business and employment taxes including, but not limited to,
income taxes, Canada Pension Plan and Employment Insurance Act
contributions, and worker's compensation premiums.
4. CONFIDENTIAL INFORMATION
4.1 The Service Provider shall keep all Confidential Information in
confidence and not use or allow others to use any Confidential Information
except for Company's benefit and, if the Service Provider is a corporation or
other entity, the Service Provider shall use its best efforts to ensure that all
of its employees, agents, directors and officers who become privy to the
Confidential Information are bound by the terms of this section. In this
Agreement, "Confidential Information" means all data, processes, formulations,
analysis, methodologies and other information which is designated by Company as
confidential or which would be reasonably understood to be confidential
information based on the substance of the information and the circumstances
under which it is conveyed, whether orally or in writing, except for any part of
the Confidential Information which:
(a) is or becomes publicly available other than as a result of a
disclosure by Company;
(b) is or becomes available to the Service Provider from a source
(other than Company or its representatives) which, to the best
of the Service Provider's knowledge after due inquiry, is not
prohibited from disclosing such information to the Service
Provider by a legal, contractual or fiduciary obligation; or
(c) the Service Provider demonstrates was properly in the Service
Provider's possession or control at the time of disclosure of
that Confidential Information to it by the Company or its
representatives.
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4.2 The Service Provider agrees that it shall not, before or after
termination or expiry of this Agreement, remove any reports information,
property, or any other material belonging to the Company, or any reproductions
thereof, without the prior written permission of the Company's chairman.
4.3 The Service Provider acknowledges and agrees that, without prejudice to
any and all rights of either party to this Agreement, an injunction may be the
only effective remedy to protect a breach of the provisions of this section 4.
This section 4 will survive the termination of this Agreement.
5. TERMINATION OF AGREEMENT
5.1 This Agreement may be terminated by the Company with 30 day's advance
notice to the Service Provider with full payment of the final 30 days being
issued immediately to the Service Provider upon notice of termination.
5.2 The Service Provider may terminate this Agreement upon 30 days' notice
to the Company. Upon such an event, the Company will issue full payment of the
final 30 days within one week of notice of termination.
5.3 The Service Provider acknowledges and agrees that the Company may, at
its option, terminate this Agreement immediately upon written notice to the
Service Provider where:
(a) the Service Provide has committed a material breach of the
provisions of this Agreement, if such breach has not been
cured to the Company's satisfaction within 5 days of the
Service Provider being notified of such breach by the Company
(For greater certainty and without limiting the foregoing, a
breach by the Service Provider of any of Section 1.4, 1.5 or
7.1 will be deemed to be a material breach of this Agreement);
(b) the Service Provider or any of its directors or officers has
been convicted of an indictable criminal offence; or
(c) the bankruptcy, insolvency of the Service Provider or if the
Service Provider has a receiving order made against it, makes
an assignment for the benefit of creditors or takes the
benefit of any statute for the time being in force relating to
bankrupt or insolvent debtors for the orderly payment of
debts.
6. RELATIONSHIP
6.1 The Service Provider is an independent contractor of the Company, and
no party to this Agreement will make any representations or statements
indicating or suggesting that any joint venture, partnership, or other such
relationship exists between the Company and the Service Provider. The Company
and the Service Provider will have no authority to assume or create obligations
binding upon the other and will not take any action which may have the effect of
creating the appearance of having such authority.
7. COMPLIANCE WITH LAWS
7.1 The Service Provider shall comply with all applicable statutes, rules
and regulations and the lawful requirements and directions of any governmental
authority having jurisdiction with respect to the provision of his services.
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8. MISCELLANEOUS
8.1 The provisions of the schedules attached to this Agreement form an
integral part of this Agreement.
8.2 Any notice or other communication given under this Agreement shall be
in writing and shall be deemed to have been given if personally delivered to a
party hereto at its address appearing on the first page of this Agreement (or to
such other address as one party provides to the other in a notice given
according to this subsection). All notices and other communications shall be
deemed to have been given and received on the first business day following its
delivery as aforesaid.
8.3 The provisions of sections 4 of this Agreement shall survive the expiry
or earlier termination of this Agreement.
8.4 Each provision of this Agreement is severable. If any provision of this
Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction,
the illegality, invalidity or unenforceability of that provision will not
affect:
(a) the legality, validity or enforceability of the remaining
provisions of this Agreement, or
(b) the legality, validity or enforceability of that provision in
any other jurisdiction
except that if:
(c) on the reasonable construction of this Agreement as a whole,
the applicability of the other provision presumes the validity
and enforceability of the particular provision, the other
provision will be deemed also to be invalid or unenforceable;
and
(d) as a result of the determination by a court of competent
jurisdiction that any part of this Agreement is unenforceable
or invalid and, as a result of this Section 8.4, the basic
intentions of the parties in this Agreement are entirely
frustrated, the parties hereto will use all reasonable efforts
to amend, supplement or otherwise vary this Agreement to
confirm their mutual intention in entering into this
Agreement.
8.5 This Agreement may not be assigned by either party hereto without the
prior written consent of the other. This Agreement shall enure to the benefit of
and be binding upon the parties and their respective successors and permitted
assigns.
8.6 The laws of British Columbia and the laws of Canada applicable therein
shall exclusively govern this Agreement.
8.7 This Agreement represents the entire agreement between the parties
hereto and their respective principals and supersedes all prior agreements and
understandings, whether written or oral, between the parties concerning the
Service Provider's provision of services to the Company. This Agreement may not
be amended or otherwise modified except by an instrument in writing signed by
both parties.
8.8 This Agreement may be executed in counterparts, each of which shall be
deemed to be an original and both of which shall constitute one agreement. This
Agreement may be delivered by fax.
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IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written notwithstanding its actual date of execution.
GRYPHON GOLD CORPORATION
Per: /s/ Albert Matter
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ALBERT MATTER, CHAIRMAN
THE KOTTMEIER RESOLUTION GROUP LTD.
Per: Not Legible
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KARL KOTTMEIER, DIRECTOR
SCHEDULE A
DETAILS OF RETAINER
The Service Provider shall provide the Company with his expertise and
assistance, on a part time basis, in the following areas:
INVESTOR RELATIONS (including company information dissemination to interested
parties, inquiry responses, assistance with company events, assistance with
AGMs, advertising, etc.) In this regard, the Service Provider acknowledges and
agrees that it is of principal importance to the Company that the Service
Provider initiate contact with and introduce the Company to mining analysts,
institutional and retail investors throughout North America and Europe.
GENERAL SHAREHOLDER RELATIONS (including responding to shareholder inquiries,
proper disclosure, news release & update dissemination, assistance with other
disclosure issues, etc.)
INVESTOR DATABASE DEVELOPMENT (creation and maintenance of an investor &
shareholder database to be used for full, proper and timely disclosure)
CORPORATE CONSULTATION (including assistance with internal company matters, news
release & reporting issues, possible finance issues, etc.)
The term of this Agreement will commence on June 1st, 2005 (the "Start Date")
and, subject to the termination provisions of this Agreement, terminate on
August 31st, 2006. The Company will pay a monthly fee in advance of services
provided of CAD 3,750.00 to the Service Provider (plus 7% Goods and Services
tax) for the period June, July & August, 2005, and unless otherwise delayed,
CAD 7,500.00 for the period Sept. 2005 to August 31st, 2006.