Attached files
| file | filename |
|---|---|
| 10-Q - INFRASTRUCTURE MATERIALS CORP. | v174082_10q.htm |
| EX-31.1 - INFRASTRUCTURE MATERIALS CORP. | v174082_ex31-1.htm |
| EX-10.3 - INFRASTRUCTURE MATERIALS CORP. | v174082_ex10-3.htm |
| EX-10.1 - INFRASTRUCTURE MATERIALS CORP. | v174082_ex10-1.htm |
| EX-32.1 - INFRASTRUCTURE MATERIALS CORP. | v174082_ex32-1.htm |
| EX-10.4 - INFRASTRUCTURE MATERIALS CORP. | v174082_ex10-4.htm |
| EX-31.2 - INFRASTRUCTURE MATERIALS CORP. | v174082_ex31-2.htm |
Exhibit
10.2
INDEPENDENT
CONTRACTOR AGREEMENT
This
Independent Contractor Agreement (this "Agreement") is made and shall be
effective as of the 15th day of January, 2010 by and between Karl Frost
("Consultant") and Infrastructure Materials Corp., a Delaware corporation (the
"Company").
Consultant
and Company agree as follows:
1. Engagement
The
Company hereby engages Consultant as a consultant to the Company with the title
of “Chief Geologist,” and Consultant accepts such engagement, in accordance with
the terms and conditions contained in this Agreement.
2. Position
and Services
Consultant
shall be responsible for preparation and oversight of all geological programs
and activities, including drill programs, claim staking, assisting in preparing
budget estimates for work on all the Company’s projects, identifying geologists
and other personnel required to carry out work on the Company’s projects for
engagement by the Company (subject to approval by the management of the Company
and such other arrangements that the Company may make with such third parties),
reporting to and participating in management meetings, preparation of work
reports, responding to comments and questions from the United States Securities
and Exchange Commission or other regulatory authorities related to geological
disclosure in the Company’s public filings, and such other activities as may be
directed by the management of the Company.
3. Term
Consultant
shall provide services to the Company pursuant to this Agreement commencing as
of January 15, 2010 and expiring on January 14, 2011. Unless
terminated by either party in accordance with Article 9 hereof, this Agreement
will be automatically renewed after one year on the same terms and conditions,
excluding the one-time grant of stock options provided in Article 6.B. hereof
and subject to such mutually agreed upon changes in the annual consideration
paid to Consultant as set out in Article 6.A. hereof.
4. Place of
Work
Consultant
shall render services primarily in the United States and shall be entitled to
use space at the Company's corporate headquarters in Reno at 1135 Terminal Way,
Suite 207B, Reno, Nevada.
5. Time
Consultant's
daily schedule and the number of hours worked pursuant to this Agreement on a
given day shall be at Consultant's discretion, provided that Consultant and the
Company anticipate that Consultant shall work on an “as needed” basis in the
performance of services pursuant to this Agreement and shall devote such amount
of time as is necessary to carry out the work in a manner that meets the
Company’s deadlines. The Company shall rely upon Consultant to devote
sufficient time as is reasonably necessary to fulfill the spirit and purpose of
this Agreement. To the extent that Consultant desires to render
similar services to third parties, Consultant shall disclose such arrangements
to the Company. The Company and Consultant agree that if the Company
objects to the rendering of similar services to a third party that the Company
considers a competitor, in the Company’s sole and absolute discretion,
Consultant will not render such services.
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6.
Compensation
A. The
Company shall pay Consultant an annual fee of $150,000 for services performed
pursuant to this Agreement. Payment of $6,250.00 shall be made
semi-monthly on the 15th and
last day of each month during the term of this Agreement and any renewal
hereof.
B. As
compensation for the Consultant’s services in the first term of this Agreement,
the Company shall grant the Consultant an option to purchase 250,000 common
shares of the Company, in accordance with the Company’s 2006 Stock Option Plan,
at an exercise price equal to the closing price of the shares on January 15th, 2010,
or if the stock does not trade on that date, the closing price on the last day
the stock traded on the OTC Bulletin Board. These options will vest
at the rate of 1/12th per
month until fully vested and the options will expire five years after the date
the options were granted.
7. Expenses
The
Consultant shall be entitled to a car allowance of $0.65 per mile for use of the
Consultant’s vehicle while on Company business, plus motel cost and a
reimbursement rate of $40.00 per day for meals and incidentals when the
Consultant performs services outside of the greater Reno, Nevada metropolitan
area, plus reimbursement for out of pocket expenses approved by the
Company. Expenses shall be submitted in accordance with the form and
provisions set out by the Company.
8. Confidentiality and
Corporate Governance
“Confidential Information” means all confidential or
proprietary information, including but not limited to drilling plans, staking
plans, drilling results, trade secrets, information about business or asset
acquisitions or combinations and material facts relating to the business and
affairs of the Corporation that have not been publicly disclosed and that
information that is defined as Confidential Information in the Non-Disclosure
Agreement attached hereto at Schedule A, which forms part of this Agreement and
shall be executed by the parties hereto at the same time as this
Agreement
The
Consultant acknowledges the Company has a Code of Business Conduct and Ethics
and other policies set out in the Company’s Corporate Governance Reference
Manual. This Agreement only becomes effective when the Consultant acknowledges
by signature thereon that he has read and accepts the terms of the Company’s
Corporate Governance Reference Manual.
The
Consultant represents to the Company that he is sufficiently familiar with
applicable securities laws and regulations relating to insider trading and will
abide by all such laws and regulations with respect to the Company’s
securities.
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9. Termination
A. This
Agreement may be terminated by the Company as follows:
i. If
Consultant is unable to provide the consulting services by reason of temporary
or permanent illness, disability, incapacity or death;
ii. Breach
or default by Consultant of any material obligation in this Agreement, which
breach or default is not cured within five (5) days of written notice from the
Company.
B. Consultant
may terminate this Agreement as follows:
i. Breach
or default of any material obligation of the Company, which breach or default is
not cured within five (5) days of written notice from Consultant;
ii. If
the Company files for protection under the federal bankruptcy laws, or any
bankruptcy petition or a petition for a receivership under applicable state law
is commenced by a third party against the Company, any of the foregoing of which
remains undismissed for a period of sixty (60) days.
C. Either
party may terminate this contract for any reason with thirty days written
notice.
10. Independent
Contractor
Consultant
is and throughout this Agreement shall be an independent contractor and not an
employee, partner or agent of the Company. Consultant shall not,
except for stock options granted as contemplated herein, be entitled
to, nor receive, any benefit normally provided to employees such as, but not
limited to, vacation payment, retirement, health care or sick
pay. The Company shall not be responsible for withholding income or
other taxes from the payments made to Consultant. Consultant shall be
solely responsible for filing all returns and paying any income, social security
or other tax levied upon or determined with respect to the payments made to
Consultant pursuant to this Agreement.
11. Controlling
Law
This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada.
12. Headings
The
headings in this Agreement are inserted for convenience only and shall not be
used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
13. Final
Agreement
This
Agreement constitutes the final understanding and agreement between the parties
with respect to the subject matter hereof and supersedes all prior negotiations,
understandings and agreements between the parties, whether written or
oral. This Agreement may be amended, supplemented or changed only by
an agreement in writing signed by both of the parties.
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14. Notices
Any
notice required to be given or otherwise given pursuant to this Agreement shall
be in writing and shall be hand delivered, mailed by certified mail, return
receipt requested, or sent by recognized overnight courier service as
follows:
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If
to Consultant:
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Karl
Frost
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P.O.
Box 71323
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Reno
NV, 89570
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If
to the Company:
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Infrastructure
Materials Corp.
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1135
Terminal Way, Suite 207B
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Reno
NV, 89502
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15. Severability
If any
term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
16. Counterparts
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing facsimile signature of a party shall constitute a valid
and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original
documents.
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IN
WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the date first above written.
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CONSULTANT
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INFRASTRUCTURE MATERIALS. CORP. | ||||
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By:
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/s/ Karl Frost
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By:
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/s/ Mason Douglas
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Karl
Frost
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Mason
Douglas, President
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Schedule
“A”
NON-DISCLOSURE
AGREEMENT
THIS
AGREEMENT (this “Agreement”) is made as of the 15th day of January, 2010,
between:
Infrastructure
Materials Corp.
1135
Terminal Way, Suite 207B
Reno,
Nevada 89502
Attn.
Todd D. Montgomery, CEO
(the
“Company”)
and
Karl
Frost
P.O. Box
71323
Reno NV,
89570
(the
“Receiving Party”)
WHEREAS,
the Company has entered into an Independent Contractor Agreement with the
Receiving Party of even date herewith (the “Contractor Agreement”) that
contemplates the performance of comprehensive services for the Company that will
expose the Receiving Party to confidential and proprietary information about the
Company as further described below in the definition of “Confidential
Information”; and
WHEREAS
the Company requires that its Confidential Information be protected and not
disclosed and the Receiving Party agrees.
NOW
THEREFORE, for due and adequate consideration, including the consideration to be
paid by the Company to the Receiving Party pursuant to the Contractor Agreement,
the parties agree as follows:
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1.
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The
term “Confidential Information” as used in this Agreement includes trade
secrets, contracts, negotiations, business financial or other information,
whether written, electronic or oral which the Company holds as
confidential and which has not been publicly disclosed. Any
information about the Company which reasonably could affect an investment
decision and has not been made public is considered Confidential
Information. Confidential Information shall not include
information which: (a) at the time of disclosure was readily available to
the trade or public or was in the public domain; (b) was already in the
possession of the Receiving Party prior to the date of disclosure of such
information or was independently obtained by the Receiving Party on a
non-confidential basis, (c) was developed by the Receiving Party without
using Confidential Information; or (d) must be disclosed due to a valid
court or governmental agency order. Any Confidential
Information in the possession of the Receiving Party prior, during or
after the Receiving Party entering into this Agreement shall be governed
by this Agreement.
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All
right, title and interest in and to the Confidential Information, including
Confidential Information developed by the Receiving Party while acting as a
consultant to the Company, shall remain the exclusive property of the Company
and the Confidential Information shall be held in trust and confidence by the
Receiving Party for the Company. No interest, license or any right
respecting the Confidential Information, other than expressly set out herein, is
granted to the Receiving Party under this Agreement by implication or
otherwise.
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2.
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The
Receiving Party agrees as follows:
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(a)
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That
it shall use all reasonable efforts to protect the interest of the Company
in and to the Confidential Information and keep it
confidential;
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(b)
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The
Receiving Party shall be entitled to use Confidential Information in a
manner reasonably consistent with the performance of its duties pursuant
to the Contractor Agreement and shall be permitted to share Confidential
Information with such of the Company’s officers, directors, and other
consultants and advisors (including attorneys, accountants and business
advisors), as the Receiving Party considers necessary and
appropriate. In so doing, the Receiving Party shall take
reasonable steps on behalf of the Company to ensure that the Confidential
Information remains confidential and is not misused. All
originals and copies of Confidential Information, whether written, digital
or otherwise recorded, shall remain the property of the Company and shall
be generally subject to the control of the Company pursuant to policies
articulated by the Company’s senior management from time to
time;
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(c)
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The
Receiving Party shall not retain any Confidential Information in
electronic format in any computer or device other than the Company’s
central server and if developed in any computer or device other than the
central server will transfer such Confidential Information to the central
server and delete it from the other computer or
device;
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(d)
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Upon
the Company’s request or upon notice of termination (or actual
termination, whichever occurs first) of the Contractor Agreement, the
Receiving Party will promptly return to the Company all items containing
or consisting of the Confidential Information and all copies thereof;
and
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(e)
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The
“reasonable efforts” or “reasonable steps” performed or to be performed
pursuant to this Agreement, shall be defined as those efforts or steps
regularly and customarily performed by consultants similarly situated to
the Receiving Party, but in no case shall such efforts or steps be of
greater extent than the efforts or steps the Company regularly utilizes to
maintain and protect the confidentiality of its Confidential
Information.
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3.
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The
Receiving Party acknowledges that a breach of this Agreement may result in
irreparable and immediate harm to the Company and agrees that in the event
of such breach, the Company, in addition to any other right or relief,
shall be entitled to equitable relief by way of temporary or permanent
injunction and to seek such other relief that any courts may deem just and
proper.
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4.
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This
Agreement supplements the Contractor Agreement with respect to provisions
regarding confidentiality but shall be controlling in the event of any
conflict between the provisions of this Agreement and the provisions of
the Contractor Agreement. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Nevada. This Agreement may not be assigned by either party,
without the other party’s written consent. This Agreement shall
apply to employees of the Receiving
Party.
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5.
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SURVIVING
TERMS. The obligations under this Agreement shall survive
termination of the Contractor Agreement and shall be binding upon the
parties and their heirs, successors and assigns. The
obligations hereunder shall continue in full force for five (5) years from
the later of either: (a) the date of disclosure of Confidential
Information to the Receiving Party; or (b) the termination of the
Contractor Agreement.
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2
IN
WITNESS WHEREOF the parties have executed this Agreement as of the date first
written above.
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INFRASTRUCTURE
MATERIALS CORP.
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By:
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/s/ Mason Douglas
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Mason
Douglas
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Title:
President
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/s/ Karl Frost
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Karl
Frost
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