This Consulting Agreement (this “Agreement”) is entered into this 28th day of March, 2023.
B E T W E E N:
a corporation incorporated under the laws of British Columbia
(the “Contractor”)
- and –
SNOW LAKE RESOURCES LTD.,
a corporation incorporated under the laws of the Province of Manitoba
(the “Client”)
WHEREAS, the Contractor is in the business of providing executive consulting services;
AND WHEREAS, the Client has retained the Contractor to provide the duties of VP of Resource Development pursuant to a Consulting Agreement commencing on November 1, 2021, (as amended, renewed, extended, supplemented, replaced or otherwise modified from time to time, the “First Consulting Agreement”);
AND WHEREAS the Contractor and the Client wish to terminate the First Consulting Agreement and enter into this Agreement;
IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:
1.Termination of Prior Agreements
1.1The First Consulting Agreement is hereby terminated effective at 5:00 PM on March 31, 2023 (the “Effective Termination Date”). Neither the Contractor nor the Client will have any further obligations toward one another under the First Consulting Agreement as a result of the said termination, except:
1.1the Client shall pay to the Contractor for any accrued, but unpaid service fees and expenses payable pursuant to the First Consulting Agreement up to the Effective Termination Date; and
1.2the provisions of Section 9, 10, 12, 13, 14 and 15 (as it relates to the aforementioned Sections) of the First Consulting Agreement shall survive the termination of the said agreement.
2.Term. This Agreement shall commence on 9:00 AM on April 3, 2023 (the “Effective Date”) and shall continue until terminated in accordance with the provisions herein.
3.Services
3.1The Contractor shall provide services to the Client consistent with the duties of a person holding the office of VP of Resource Development as more particularly set forth in Schedule 1 (the “Services”). The Services will be provided by the Contractor solely through the Contractor's own employee, Dale Schultz (the “Contractor's Personnel”). The Contractor shall not substitute the Contractor’s Personnel, nor shall the Contractor assign this Agreement, nor shall the Contractor subcontract any of the Services without the written consent of the Client.
3.3Unless otherwise set forth in Schedule 1, the Contractor shall furnish, at its own expense, the equipment, supplies, tools and other materials used to perform the Services.
3.6In addition to the provisions of Section 3.5, the Contractor shall report directly to the Client’s Chief Executive Officer (“CEO”) with respect to the Services performed under this Agreement and will comply with all reasonable requests and instructions given to the Contractor by the CEO and the Client’s Board of Directors (the “Board”).
4. Independent Contractor Relationship
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4.3Without limiting Section 4.1, the Contractor and the Contractor's Personnel shall not be eligible to participate in any benefit or compensation plans offered by the Client to its employees, including, without limitation, any payments under any employment standards legislation.
4.5The Contractor shall be fully responsible for the Contractor's Personnel and shall indemnify the Client against any claims made by or on behalf of the Contractor's Personnel, including, without limitation, any claim for unpaid wages, overtime, vacation pay, or any other claim under employment standards legislation, reasonable notice of termination, or any other claim whether arising pursuant to contract, statute, common law or otherwise. Section 4.5 shall survive the termination of this Agreement and remain binding on the Contractor.
5.2In consideration of the provision of the Services by the Contractor, the Client shall pay the Contractor the sum of USD$15,000.00 (Fifteen Thousand Dollars) per month during the Term (the “Fees”).
5.3The Client shall reimburse the Contractor or the Contractor’s Personnel for living, food and vehicle expenses in the amount of CAD$8,515.00 per month pursuant to existing agreements between these parties.
5.5The Contractor shall issue invoices to the Client on a monthly basis for its fees for Services performed in the immediately preceding month, calculated as provided in Section 0 and the Contractor shall issue invoices to the Client on a monthly basis for the expense incurred in the immediately preceding month, calculated as provided in Section 5.2.
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6. Intellectual Property Matters
6.5The Contractor shall require each of the Contractor's Personnel to execute written agreements securing for the Client the rights provided for in this Section 6 prior to and as a condition of the Contractor's Personnel providing or performing any of the Services under this Agreement.
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(b)disclose any Confidential Information to any person, company or other organization whatsoever.
7.5The Contractor shall require the Contractor's Personnel to execute written agreements securing for the Client the rights provided for in this Section 7 prior to and as a condition of the Contractor's Personnel providing or performing any Services under this Agreement.
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9. Representations and Warranties
9.1The Contractor represents and warrants that:
(c)the Contractor has the required skill, experience and qualifications to perform the Services;
9.2The Client represents and warrants that:
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(b)the Contractor's breach of any representation, warranty or obligation under this Agreement.
11.3Upon the expiration or the termination of this Agreement for any reason, or at any other time upon the Client's written request, the Contractor shall promptly after such expiration, termination or request:
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13. Miscellaneous
13.6All terms and conditions under Section 4.4, Section 4.5, Section 6, Section 7, Section 8, Section 9.1(f), Section 10 and Section 11.3, shall survive the termination of this Agreement whether the termination is initiated by the Contractor, by the Client, on a with or without cause basis, or by mutual agreement, or whether the termination is lawful or unlawful.
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13.10The use or reference to the singular and the masculine shall be read and construed as the plural or the feminine whenever the context so requires.
13.11Each of the parties acknowledge that they each have read and understood the terms of this Agreement and that have obtained, or had the opportunity to obtain, independent legal advice with respect to this Agreement before the same was signed by them.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
______________________________ | DJS CONSULTING INC. Per: /s/ Dale Schultz________________________
/s/ Dale Schultz________________________ |
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| SNOW LAKE RESOURCES LTD. |
| Per: /s/ Nochum Labkowski___________________ |
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SERVICES
Subject to the overriding direction and control of the Client, the Contractor shall well and faithfully fulfill and perform all duties, tasks and deliverables as requested by the Client and the Board, including, but not limited to, the following:
·Leading project planning sessions;
·Geological services;
·Coordinating staff and internal resources;
·Managing project progress and adapt work as required;
·Ensuring projects meet deadlines;
·Managing relationships with clients and stakeholders;
·Designing and signing off on contracts and workplace safety and health requirements;
·Overseeing all incoming and outgoing project documentation;
·Participating in the tendering process i.e. design, submission and review;
·Design risk mitigation plans;
·Conducting project reviews and creating detailed reports for executive staff;
·Optimizing and improving processes and the overall approach where necessary; and
·Managing large and diverse teams
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