CONSULTING AGREEMENT
BETWEEN
NORTHWESTERN MINERAL VENTURES INC.
- AND -
PRIMORIS GROUP INC.
DATE: APRIL 22, 2004
THIS CONSULTING AGREEMENT made as of the 22nd day of April, 2004.
BETWEEN:
NORTHWESTERN MINERAL VENTURES INC.
a corporation incorporated pursuant to the laws of
the Province of Ontario and having its head office at
36 Toronto Street, Suite 1000
Toronto, Ontario M5C 2C5
Tel: (416) 365-6580
Fax: (416) 350-3510
(hereinafter referred to as the "Company") OF THE FIRST PART
PRIMORIS GROUP INC.
a corporation incorporated pursuant to the laws of the
Province Ontario and having its head office at
360 Bay Street, Suite 901
Toronto, ON M5H 2V6
Tel: (416)489-0092
Fax: (416)352-5239
(hereinafter referred to as the "Consultant") OF THE SECOND
PART
WHEREAS the Company wishes to engage the Consultant to provide certain investor
relations services for the Company's business and the Consultant has agreed to
provide such services to the Company. And it is further understood that the
commencement of this Agreement will be subject to TSX Venture Exchange Approval.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, it is hereby agreed by and between the parties as follows:
1.0 DEFINITIONS
-----------
For the purpose of this Agreement, the following terms shall have the
following meanings:
"Agreement" means this agreement and all schedules attached hereto and
all amendments and modifications made by written agreement;
"Company's Business" means the day to day operations of the company,
which consists of mineral exploration and development as of the date
hereof;
"Consulting Services" shall mean the corporate, media and investor
relations services relating to the Company's business, products, and
services of the Company to be provided by the Consultant as summarized
in Schedule A attached hereto, and in particular but without
restricting the generality of the foregoing, includes arranging
contacts and meetings, arranging attendance or representation of the
Company at conferences and, subject to the control and direction of the
Company, preparing corporate and product
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related materials for distribution to media, shareholders, brokers,
analysts, investment advisers and investors, and distributing same to
media, shareholders, brokers, analysts, investment advisors and
investors
"Licensed Marks" means the licensed and unlicensed trademarks, trade
names and logos owned or licensed by the Company and used in connection
with the Company's Business.
2.0 ENGAGEMENT
----------
2.1 The Company hereby engages the Consultant to provide the Consulting
Services. The Consultant hereby accepts the engagement by the Company
and hereby agrees to provide the Consulting Services subject to the
terms and conditions hereinafter contained and subject to obtaining all
necessary regulatory approval hereto.
3.0 TERM
----
3.1 The term of this Agreement shall be for a period of one (1) year,
commencing on the 22nd day of April, 2004 and, subject to the
termination provisions contained herein, shall terminate on April 21,
2005. This Agreement may be renewed for such subsequent term and with
such amendments as may be agreed to in writing by the Company and the
Consultant.
4.0 CONSULTANT'S OBLIGATIONS AND INDEMNITY
--------------------------------------
4.1 The Consultant agrees that during the term of this Agreement, it shall:
a) provide such of the Consulting Services to the Company in the
manner as the Company and the Consultant may reasonably agree
from time to time in writing;
b) use such of its effort, skill, attention and resources to
properly render the Consulting Services to the Company;
c) subject to the terms herein, provide materials relating to the
Company's business to persons requesting information about the
Company in a manner consistent with the provision of the
Consulting Services;
d) provide the Consulting Services with the approval of the
Company, and on a basis which does not impair the activities
and business interests of the Company;
e) perform the Consulting Services in accordance with all
applicable laws, including but not limited to, applicable
securities rules and regulations and the rules and policies of
any stock exchange or stock quotation service on which the
Company's securities are traded or quoted; and
f) provide trading reports to the Board of Directors of the
Company in respect of each trade of securities of the Company
made by the Consultant, which reports shall be filed within
five (5) business days of such trade.
4.2 The Company acknowledges that it is aware the Consultant has outside
business activities, duties and financial interests. The Company agrees
that the performance by the Consultant of such activities and duties
and involvement in such financial interests shall not be construed as a
conflict of interest of the Consultant's obligations set out in this
Agreement.
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4.3 In the course of providing the Consulting Services hereunder, the
Consultant shall be entitled to rely upon information received from the
Company, and will so disclose this fact in all communications.
4.4 The Consultant shall be responsible for the management and remuneration
of its employees and agents, including without limiting the generality
of the foregoing, the payment to the proper authorities of all employee
and employer taxes, insurance premiums, pension plan contributions,
worker's compensation premiums and all other employment expenses for
all of the Consultant's employees. Consultant agrees to maintain
appropriate business loss and liability insurance during the term this
Agreement
4.5 The Consultant agrees to indemnify and save the Company harmless with
respect to any claim, suit, proceedings or judgement, whether
regulatory or of a court of competent jurisdiction arising from any
breach of the Agreement by the Consultant. The Consultant's indemnity
given hereunder shall survive the termination of this Agreement.
5.0 COMPANY'S OBLIGATIONS AND INDEMNITY
-----------------------------------
5.1 The Company hereby agrees that during the term of this Agreement it
shall provide, at the expense of the Company, the Consultant with such
information, resources (which includes Company staff members),
financial records, documents, product information and materials
relating to the Company's business as reasonably requested from time to
time by the Consultant, and which the Company is willing to disclose
and provide, in order for the Consultant to provide the Consulting
Services in the manner contemplated by this Agreement.
5.2 In the event of any act or omission by the Company or those at law for
which it is responsible during the term of this Agreement that results
in any loss or liability to the Consultant arising out of any claims
against the Consultant as a result of such act or omission by the
Company, including without limiting the generality of the foregoing any
misstatements, misrepresentations or omissions in information as
provided by the Company to the Consultant and as utilized by the
Consultant in the performance of the Consulting Services, the Company
agrees to indemnify and save harmless the Consultant against any such
claims or liabilities, except for those claims or liabilities arising
out of or resulting from the negligence or misconduct of Consultant.
The Company's indemnity given hereunder shall survive the termination
of this Agreement.
6.0 COMPENSATION
------------
6.1 In consideration of the provision by the Consultant of the Consulting
Services to the Company, the Company agrees to pay the Consultant, the
sum of Thirteen Thousand Five Hundred ($13,500) Canadian Dollars per
month payable in advance of the month in which services are to be
rendered.
6.2 The Company agrees to pay the Consultant the sum of Twenty-Seven
Thousand ($27,000) Canadian Dollars upon execution of this Agreement,
such sum representing payment for the first and last months of services
to be provided under this Agreement.
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6.3 The Company agrees to reimburse the Consultant on a monthly basis for
approved expenses to be incurred by or on behalf of the Company
pursuant to the Consulting Services including reasonable disbursements
for travel and accommodation expenses, printing and mailing costs,
long-distance charges, outside services, and all other out-of-pocket
expenses incurred by the Consultant in the performance of its
obligations pursuant to this Agreement, provided that the Consultant
will not incur any expenditure that exceeds Cdn$3,000 without obtaining
the prior consent of the Company. The Company agrees to pay any
approved outstanding expenses prior to termination of this Agreement.
6.4 Notwithstanding Section 6.3, the Company further agrees to pay in
advance any single expenditure in excess of Cdn$3,000, upon prior
consent of the Company, if requested to do so by the Consultant.
6.5 In addition to the compensation and expense reimbursements detailed in
Sections 6.1 through 6.4 inclusive, the Company shall, upon execution
of this agreement, issue to the Consultant an option to purchase
150,000 common shares of the Company exercisable for a period of three
(3) years from the date of issuance thereof at a price equal to the
closing price of the Company's shares on the TSX Venture Exchange on
day previous to the date of the option grant. The options granted shall
vest in accordance with section 2.3(a) of TSX Venture Exchange Policy
4.4. The options granted shall vest as follows:
a. 1/4 of the options (37,500 options) granted shall vest at the end
of the third month from the date of the option grant;
b. 1/4 of the options (37,500 options) granted shall vest at the end
of the sixth month from the date of the option grant;
c. 1/4 of the options (37,500 options) granted shall vest at the end
of the ninth month from the date of the option grant, so long as
this Agreement has not been terminated by either party after the
first six months from the date of its execution;
d. 1/4 of the options (37,500 options) granted shall vest at the end
of the twelfth month from the date of option grant, so long as
this Agreement has not been terminated by either party after the
first nine months from the date of its execution.
7.0 TERMINATION
-----------
7.1 Either party may at any time after six (6) months after the
commencement date of this Agreement, terminate this Agreement by
providing the other party with at least thirty (30) days written
notice.
7.2 Either party may terminate this Agreement at any time without notice to
the other party if the other party becomes insolvent or commences
proceedings or any proceedings are commenced against it under any
bankruptcy, insolvency or creditor protector legislation or the other
party does not remedy any breach of this Agreement within the time
period allowed for in writing for the remedy of any such breach.
7.3 Upon termination of this Agreement, Consultant shall return to the
Company all material that is the property of the Company.
8.0 RELATIONSHIP
------------
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8.1 The Consultant shall at all times be an independent contractor and not
the servant or agent of the Company. No partnership, joint venture or
agency will be created or will be deemed to be created by this
Agreement or by any action of the parties under this Agreement. The
Consultant shall not represent itself as an agent, servant or employee
of the Company. The Consultant shall be an independent contractor with
control over the manner and means of its performance. Neither the
Consultant nor its employees or agents shall be entitled to rights or
privileges applicable to employees of the Company including, but not
limited to, liability insurance, group insurance, pension plans,
holiday paid vacation and other benefit plans which may be available
from time to time between the Company and its employees.
9.0 CONFIDENTIALITY AND USE OF LICENSED MARKS
-----------------------------------------
9.1 The Consultant will not, directly or indirectly, use, disseminate,
disclose, communicate, divulge, reveal, publish, use for its own
benefit, copy, make notes of, input into a computer data base or
preserve in any way any Confidential Information relating to the
Company or its subsidiaries, associates or affiliated Company's whether
during the term of this Agreement or thereafter, unless it first
received written permission to do so from an authorized officer of the
Company.
9.2 For the purposes of this Agreement, "Confidential Information" is
information disclosed to or acquired by the Consultant relating to the
business of the Company, or its subsidiaries, associates or affiliated
Companies, their projects or the personal affairs of their directors,
officers and shareholders, including information developed or gathered
by the Consultant which has not been approved by the Company for public
dissemination. Confidential Information does not include information in
the public domain, information released from the provisions of this
Agreement by written authorization of an authorized officer of the
Company, information which is part of the general skill and knowledge
of the Consultant and does not relate specifically to the business of
the Company, and information which is authorized by the Company to be
disclosed in the ordinary course or is required by law or applicable
regulatory policy to be disclosed.
9.3 The Consultant shall consult with the Company before disseminating any
information, including issuing any press release or making any public
statement contemplated hereby and will not issue any such press release
or make any such public statement without the prior written consent of
the Company.
9.4 Consultant agrees that all work performed under this Agreement, and all
materials made, conceived, expressed, developed, or actually or
constructively reduced to practice by Consultant solely or jointly with
others in connection with any services under this Agreement ("Work
Product") are Confidential Information and the property of the Company.
Upon the expiration or termination of this Agreement, or upon the
earlier request of the Company, Consultant will deliver to the Company
all property of the Company relating to, and all tangible embodiments
of, Work Product in Consultant's possession or control. Lists and
databases of investor, media and other contact information derived from
the Consultant's own proprietary lists and databases shall not be
considered Work Product under this Agreement, nor shall same be
returned to the Company at the termination of this Agreement.
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9.5 The Company hereby grants to the Consultant a non-exclusive license to
use the Licensed Marks in connection with the provision of the
Consulting Services. The Consultant acknowledges that neither it nor
any of its affiliates have or will obtain any interest (proprietary or
otherwise) in the Licensed Marks and shall discontinue all use thereof
(or of any similarly confusing trademarks, trade names or other
intellectual property or rights) immediately upon the Company's written
request or upon termination of this Agreement. The Consultant will not
contest the validity of the Licensed Marks and no monetary amount shall
be attributable to any goodwill associated with the Company's use of
the Licensed Marks.
10.0 GENERAL CONTRACT TERMS
----------------------
10.1 Any notice required or permitted to be given hereunder shall be given
by hand delivery, facsimile transmission or by registered mail, postage
prepaid, addressed to the parties at their respective addresses as set
forth in this Agreement and any such notices given by hand delivery or
by facsimile transmission shall be deemed to have been received on the
date of delivery or transmission and if given by prepaid registered
mail, shall be deemed to have been received on the third (3rd) business
day immediately following the date of mailing. The parties shall be
entitled to give notice of changes of addresses from time to time in
the manner hereinbefore provided for the giving of notice.
10.2 The provisions of this Agreement shall inure to the benefit of and be
binding upon the Company and the Consultant and their respective
successors and assigns. This Agreement shall not be assignable by
either party without the prior written consent of the other party.
10.3 This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersedes all prior
and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the parties hereto in
connection with the subject matter hereof. No supplement, modification,
waiver or termination of this Agreement shall be binding, unless
executed in writing by the parties to be bound thereby.
10.4 This Agreement shall be governed by the laws of the Province of
Ontario. Any controversy or claim arising out of or relating to this
Agreement shall, if not resolved within thirty (30) days, then either
party may by written notice to the other submit the dispute for
resolution in accordance with the Arbitrations Act (Ontario). The
parties shall decide prior to the commencement of any such arbitration
whether the award of the arbitrator shall be final and binding on the
parties hereto. If the parties cannot agree on whether the arbitration
shall be final and binding, then either party may proceed to have the
matter dealt with by a court of competent jurisdiction.
10.5 All dollar amounts herein are made in lawful money of Canada and are
exclusive of any applicable taxes the Consultant is obligated by law to
charge and/or collect from the Company in connection with the rendering
of its services.
10.6 Time shall be of the essence of this Agreement
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IN WITNESS WHEREOF this Agreement has been executed by the parties.
NORTHWESTERN MINERAL VENTURES INC.
/S/ "KABIR AHMED"
--------------------------------------------
PER: KABIR AHMED
AUTHORIZED SIGNING OFFICER
PRIMORIS GROUP INC.
s/ "Joseph Carusone"
--------------------------------------------
PER: JOSEPH CARUSONE
AUTHORIZED SIGNING OFFICER
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SCHEDULE A
----------
CONSULTING SERVICES TO BE PROVIDED
- ----------------------------------
The following list contains an overview of the on-going services to be provided
to the Company by the Consultant.
CATEGORY DESCRIPTION
INVESTOR AND MEDIA >> Account executives and staff payroll etc.
RELATIONS >> Services include:
o Investor relations specialist
o Business media specialist
o Ongoing advice and guidance on all corporate events/news
o Creative guidance and coordination
o Media contact and follow-up on all news
o Media expertise
o Press release writing, review comments
o Dissemination coordination
o Database maintenance
o Updating of investor packages
o Updating of due diligence kits
o Corporate updates via email and/or fax
o Mailing/couriering of all packages
o Monitoring Internet forums and competition
o Agency-style management of direct marketing initiatives
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