Exhibit 10.1
CONSULTING CONTRACT
Moscow city
4th of August, 2008
Simonov Stepan, hereinafter referred to as the "Contractor", from one party, and
the company Planet Resources Corp, represented by the Director Deshin Alexander,
hereinafter referred to as the "Customer", from the other party, have concluded
this Consulting Contract hereinafter referred to as the "Contract" on the
following:
1. SUBJECT OF THE CONTRACT
1.1. The Customer assigns and the Contractor undertakes to provide research
aimed at locating mining sites with tailings or refuse of mining and processing
industry (technogenic deposits) and determination of possibilities and prospects
of extracting fine, extra-fine and fine-dispersed gold from such sites.
2. TERRITORY OF RESEARCH
2.1. Research shall be carried out in the territory of the Russian Federation.
3. CONSULTING TASKS
3.1. Consulting tasks (the "Consulting") shall be carried out accordingly:
3.1.1. Locating prospective business subject(s) with special permits for use of
subterranean resources activity within the boundaries of their sites for the
purpose of minerals mining.
3.1.2. Selecting site(s), with available tailings or refuse of mining and
processing industry that contain economic concentration of gold with minimum
potential gold content of 200kg.
3.1.3. Taking samples and performing tests with view of estimating content and
concentration of fine, extra-fine and fine-dispersed gold in refuse of mining
and processing industry (technogenic deposits).
3.1.4. Providing a complete cost schedule in connection with the extraction of
fine gold from the selected site(s) and transportation to the point of sale.
3.1.5. Obtaining agreement for each mining site, whereby the licensee will allow
Planet Resources, Inc. or their whole owned subsidiary to extract fine gold from
licensee's mining site. The extracted gold will remain in possession of the
license holder in return for payment equal to market price of gold at the time
of extraction less 20% discount).
4. DUTIES OF THE CONTRACTOR
4.1. The Contractor shall:
4.1.1. Begin the research within 30 days after the written assignment by the
Customer.
4.1.2. Upon completion of Consulting, present the research documents and any
executed agreements (the "Research Results") to the Customer.
4.1.3. Attach a detailed and complete report on all the issues pertinent to the
agreed Consulting.
4.1.4. Ensure complete confidentiality of the information received from the
Customer if third parties are involved in the research.
4.2. Within 90 days after completion of the Consulting, specified by this
Contract and signing the Statement of transfer of Research Results the
Contractor shall provide Research Results regarding the Consulting referred to
in the part 3 of the Contract.
5. DUTIES OF THE CUSTOMER
5.1. The Customer shall:
5.1.1. Provide the Contractor with written assignment 30 days prior to
commencement of the Consulting.
5.1.2. Upon the Contractor's request, provide the latter with all the available
information necessary for efficient research.
5.1.3. Accept the Research Results and pay the Contractor.
6. PROCEDURES OF CARRYING OUT THE CONSULTING AND TRANSFERRING THE RESULTS
6.1. The Contractor shall independently manage the Consulting.
6.2. The Contractor shall transfer the Research Results in writing.
6.3. At the transfer of Research Results the parties prepare the statement of
transfer (the "Statement") in two copies, one copy for each party.
6.4. The Customer has 30 days following the Research Results transfer to inspect
Research Results and request additional documents if the Research Results in his
opinion do not meet the requirements specified in part 3 of the Contract. The
Contractor shall provide the additional documents within 60 days unless he
proves to the Customer that the Research Results meet specified requirements.
6.5. If the Customer within 30 days does not request additional documents, the
Research Results are deemed transferred without further requests from the
Customer. Transfer of the Research Results following request and submission of
additional documents shall be accompanied by the Statement.
7. REMUNERATION OF THE CONTRACTOR AND PAYMENT PROCEDURES
7.1. The Customer shall pay the Contractor the fee in the amount of US$5,000
(Five Thousand) for carried out Consulting. In the process of development of
sites recommended by the Contractor and extraction of fine, extra-fine and
fine-dispersed gold contained in tailings and refuse of mining and processing
industry (technogenic deposits), the Customer shall pay the Contractor royalty
in the amount of 2% of annual net profit.
7.2. Payment procedures:
7.2.1. The Customer shall pay the Contractor US$5,000 (Five Thousand) within 45
days following the date of signing the Statement of transfer of the Research
Results, and in the event of additional documents - within 45 days after signing
the Statement.
8. LIABILITIES OF THE PARTIES
8.1. The Contractor and the Customer are liable under this Contract according to
the legislation of the Russian Federation.
8.2. In the event of failure to perform obligations under this Contract the
party at fault shall pay to the other party fine in the amount of $2,500 and
compensates for the losses incurred by the other party.
9. FORCE-MAJEURE
9.1. Each party is exempted from liability for partial or total non-performance
of this Contract obligations if it proves that this is a result of
insurmountable circumstances arisen after the conclusion of this Contract, such
as: fire, explosion, flood, earthquake, strike, prohibitions by government and
other insurmountable circumstances which the party could not foresee, prevent,
or take into consideration when concluding the Contract.
9.2. The exemption is effective only for the period when such insurmountable
circumstances and consequences thereof exist.
9.3. When the aforesaid circumstances occur or seize to exist, the party should
immediately notify the other party in writing.
9.4. The notification must contain the information on nature of circumstances
and effect thereof on ability (or inability) of the party to perform the
Contract obligations, as well as suggested term of performance.
9.5. The occurrence of insurmountable circumstances, their effect and duration
must be confirmed by the Chamber of Trade and Industry of the respective country
or another competent organ or organization.
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9.6. On the aforesaid occasions the term of performance of the Contract
obligations by the parties shall be extended according to the period when such
circumstances and consequences thereof are in effect.
9.7. In the event that such circumstances exist for more than 6 months, each
party has a right to decline the performance under this Contract.
10. ARBITRATION
10.1. All the disputes that might arise from this Contract or in relation
thereto shall be resolved in the Court pursuant legislation in effect at the
location of the Defendant.
11. OTHER CONDITIONS
11.1. This Contract is prepared in two copies in Russian and English languages,
- - each copy for each of the parties, and both copies have the same legal power.
11.2. In any matters not provided by this Contract the parties shall apply the
current legislation of the Russian Federation.
11.3. All alterations and supplements to this Contract are effective only if
done in written form and signed by duly authorized representatives of both
parties.
11.4. The Contractor shall not delegate the performance of this Contract to
third parties without written consent of the Customer. The Contractor has a
right to delegate the performance of certain tasks under the Contract to a third
party, which shall be agreed upon in advance with the Customer. Nevertheless, in
this event all the liability under this Contract lies with the Contractor.
11.5. After the signing of this Contract any prior negotiations and
correspondence are no longer in effect.
Agreed to and accepted as of the 4th day of August, 2008 by:
Customer: Contractor:
PLANET RESOURCES, CORP. 25 Rossiyskaya Street, Apt. 18
Irkutsk, Russia
/s/ Alexander Deshin /s/ Srepan Simonov
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Alexander Deshin, President Stepan Simonov
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