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Consulting Agreement Effectiveas Of 3/1/97

This is an actual contract by Battle Mountain Gold.
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Sectors: Metals and Mining
Governing Law: Texas, View Texas State Laws
Effective Date: March 01, 1997
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THIS AGREEMENT, made and entered into effective as of March 1, 1997, by and between BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation with its principal office at 333 Clay Street, 42nd Floor, Houston, Texas 77002, (hereinafter referred to as the "Company"), and Mr. Karl E. Elers, an individual residing at 8911 Limerick, Houston, Texas 77024.

W I T N E S S E T H:

WHEREAS, Mr. Elers has been employed by the Company from May 11, 1987 through February 28, 1997; and

WHEREAS, during Mr. Elers' service with the Company, he has developed experience, knowledge and unique relationships and skills that are valuable to the Company; and

WHEREAS, Mr. Elers and the Company have agreed that Mr. Elers will separate from active employment with the Company effective on February 28, 1997; and

WHEREAS, the Company desires to engage Mr. Elers as a consultant on the terms and conditions set forth below in order to retain access to his experience, knowledge and unique relationships and skills; and

WHEREAS, Mr. Elers desires to be engaged as a consultant to the Company on the terms and conditions set forth below;

NOW, THEREFORE, for and in consideration of the mutual promises and agreement set forth herein, the parties hereto agree as follows:

1. Engagement as Consultant: The Company agrees to retain the services of Mr. Elers as an independent consultant and Mr. Elers agrees to render consulting services for the period described in Paragraph 3 hereof and upon the other terms and conditions herein provided.

2. Responsibilities of Consultant: During the period of this Agreement, Mr. Elers shall act as an independent contractor and agrees to render to the Company and its affiliates consulting services. During the term of this Agreement, Mr. Elers shall, at reasonable times and places, hold himself available to consult with and advise the officers, directors and other representatives of the Company. Mr. Elers shall use his best professional skills in rendering the desired services to the Company and shall be free to use his judgment and discretion as to the methods to be used in performance of such services. The Company agrees that it shall have no right to control or direct the details, manner or means by which Mr. Elers accomplishes the results of the services performed hereunder. Subject to the reasonable requests and deadlines of the Company, Mr. Elers shall retain discretion to set his own schedule for the performance of such services and shall have no obligation to work any particular hours or days. Mr. Elers shall


retain the right to contract for similar services with other businesses or with individuals. Mr. Elers shall also retain the right to accept employment with any entity.

3. Term of Agreement. The term of this Agreement shall be for a period of ten (10) months beginning as of March 1, 1997 and ending December 31, 1997; provided, however, that the term of this Agreement shall be subject to the provisions of Paragraph 5 (termination for cause). The term of this Agreement may be shortened or extended by mutual consent of the parties.

4. Compensation. The Company shall pay or cause to be paid $20,000.00 per month to or on behalf of Mr. Elers for the performance of his consulting services subject to the provisions of Paragraph 5 hereunder. The Company shall also reimburse Mr. Elers, promptly after receipt of appropriate receipts and documentation, for all of his expenses, including meals, lodging, transportation, phone and other out-of-pocket expenses, reasonably incurred in connection with his performance of services under this Agreement. Mr. Elers shall be reimbursed at the standard mileage rate established by the Internal Revenue Service for use of his personal automobile. Such amounts shall be paid by the Company to Mr. Elers in a manner mutually agreeable to both parties. Mr. Elers hereby waives all director's fees and per diem fees to which he would otherwise be entitled for fiscal year 1997 in his capacity as a director of Battle Mountain Gold Company.

5. Termination of Agreement for Cause. If, during the term of this Agreement, this Agreement is terminated by the Company for cause as defined in this Paragraph 5, then all payments of compensation under this Agreement shall be forfeited, except Mr. Elers shall thereafter be entitled to compensation as described in Paragraph 4
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