AGREEMENT
Exhibit 4.22
AGREEMENT
This Agreement, entered into as of February 1, 2006, is hereby made between Metallica Management Inc. ("Metallica" or "Client") located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Independent Contractor set forth below in accordance with the following terms, conditions and provisions:
1. Identity of Independent Contractor
(hereinafter "IC"):
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - Consulting Engineer
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇'▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Social Security Number or Federal E.I.N.: ____________
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Type of Entity: |
[x] Sole proprietorship | [ ] Partnership |
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[ ] Corporation | [ ] Limited Liability Company |
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[ ] Other |
2. Scope of Services to
be Performed:
Consultant will provide management advisory and technical
consulting services involving the design, layout and operation of the
processing plant facility and ▇▇▇▇▇ pad at the Cerro San ▇▇▇▇▇ gold and silver
project in the State of San ▇▇▇▇ Potosi, Mexico. The services under this
agreement will be rendered at the Cerro San ▇▇▇▇▇ project site in the State of
San ▇▇▇▇ Potosi, Mexico.
3. Terms of Payment:
IC shall be compensated for his services performed pursuant
to this Agreement at a rate of $125 per hour, not to exceed $1,000 per day. IC
shall submit invoices to Metallica detailing the services rendered on a
monthly or project basis. Metallica agrees to promptly pay such invoices.
4. Reimbursement of
Expenses:
Metallica will reimburse IC for reasonable and customary expenses incurred
during the performance of IC's services.
5. Equipment, Tools, Materials or Supplies:
IC shall supply all equipment, tools, materials and/or supplies to
accomplish the services to be performed.
6. Federal, State and Local Payroll Taxes:
Neither Federal, state or local income tax, or any payroll
related taxes shall be withheld or paid by Metallica on behalf of IC or the
employees of IC. IC shall not be treated as an employee with respect to the
services performed hereunder for Federal or state tax purposes.
7. Notice to IC Regarding IC's Tax Duties and Liabilities:
IC understands that IC is responsible to pay, according to law, IC's income tax. If IC is not a corporation, IC further understands that IC may be liable for self-employment (social security and medicare) tax, to be paid by IC according to law.
8.
Fringe Benefits:
Because IC is engaged in IC's own independently established business, IC is
not eligible to participate in any employee pension, health or other fringe
benefit plan of Metallica.
9. Metallica Not
Responsible for Workers' Compensation:
Metallica shall not maintain workers' compensation
insurance concerning IC or the employees of IC. IC agrees to comply with the
workers' compensation law concerning IC and the employees of IC, and shall
provide to Metallica a certificate of workers' compensation insurance.
10. Term of Agreement.
This Agreement shall begin on February 1, 2006 and shall terminate on
December 31, 2006.
11. Termination Without Cause:
Without cause, either party may terminate this agreement
after giving 30 days prior written notice to the other of intent to terminate
without cause. The parties shall deal with each other in good faith during the
30-day period after any notice of intent to terminate without cause has been
given.
12. Termination With Cause:
With reasonable cause, either party may terminate this
agreement effective immediately upon giving of written notice of termination
for cause. Reasonable cause shall include a material violation of this
Agreement or any act exposing the other party to liability to others for
personal injury or property damage.
13. Non-waiver:
The failure of either party to exercise any of its rights
under this agreement for a breach thereof shall not be deemed to be a waiver
of such rights or a waiver of any subsequent breach.
14. No Authority to Bind Metallica:
IC has no authority to enter into contracts or agreements on behalf of
Metallica. This Agreement does not create a partnership between the parties.
15. Declaration by Independent Contractor.
IC has complied with all Federal, state and local laws
regarding business permits, certificates and licenses that may be required to
carry out the work to be performed under this Agreement.
16. How Notices Shall be Given:
Any notice given in connection with this agreement shall be
given in writing and shall be delivered by hand to the party or by certified
mail, return receipt requested, to the party at the party's address stated
herein. Any party may change its address stated herein by giving notice of the
change in accordance with this paragraph.
17. Choice of Law:
Any dispute under this agreement or related to this agreement shall be
decided in accordance with the laws of the State of Colorado.
18. Entire Agreement:
This is the entire agreement of the parties.
19. Severability:
If any part of this Agreement is held unenforceable, the rest of this
Agreement will nevertheless remain in full force and effect.
20. Confidential Information:
IC shall not at any time during the term of this Agreement,
or at any time thereafter, use or disclose proprietary information of
Metallica or any of its affiliates, without the written authorization of
Metallica. Affiliates of Metallica are as follows:
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Metallica Barbados Inc. |
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Minera Metallica Ltda. |
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Minera San Xavier S.A. de C.V. |
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MMM Exploraciones S.A. de C.V. |
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Datawave Sciences Inc. |
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De Re Holdings Inc. |
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Servicios del Plata y Oro, S.A. de C.V. |
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Raleigh Mining International Limited |
21. Amendments:
This Agreement may be supplemented, amended or revised only in writing by
agreement of the parties.
Metallica Management Inc.
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
Date: March 29, 2006 |
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
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President and Chief Executive Officer |
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
Date: March 8, 2006 |
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Independent Contractor |