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Contract For Professional And Technical Services

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Sectors: Metals and Mining
Effective Date: January 01, 2010
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Exhibit 10.2

CONTRACT FOR PROFESSIONAL AND TECHNICAL SERVICES

BETWEEN

GEOVIC CAMEROON PLC

AND

GEOVIC, LTD.

This Contract for Professional and Technical Services, and amendments thereto, together with the Schedules hereto (the " Services Contract" ) is made effective as of January 1, 2010 (the " Effective Date" ), by and between Geovic Cameroon PLC, a company under Cameroonian Law, (hereinafter referred to as " Geovic Cameroon" ) having a head office located at Bastos Yaounde9, P.O. Box 11555, Cameroon; and Geovic Ltd., a body incorporated under the laws of the Cayman Islands which holds a 60 percent equity ownership of Geovic Cameroon and which is a wholly-owned operating subsidiary of Geovic Mining Corporation, (hereinafter together referred to as " Geovic" ) having a head office located at 1200 Seventeenth Street, Suite 980, Denver, Colorado, 80202, USA (each a " Party" and collectively, the " Parties" ).

PREAMBLE

WHEREAS , Geovic Cameroon, the exclusive holder of the mining rights and titles resulting from the Mining Convention of the 31 st of July 2002 and Mining Permit Nb0 33 of 11 April 2003, intends to procure as necessary professional and technical services from Geovic (the " Services" );

WHEREAS , Geovic Cameroon is in need of Services to advance its Nkamouna and Mada cobalt-nickel-manganese projects and related projects within the Mining Permit area (collectively the " Project" ) in southeastern Cameroon;

WHEREAS, Geovic is duly qualified and willing to perform the Services set forth in this Services Contract to Geovic Cameroon in support of the development and administration of certain aspects of Geovic Cameroon' s Project in southeastern Cameroon;

WHEREAS, in order to provide these Services in a proficient and cost-effective manner, Geovic will capitalize on its unique strength in management, planning and developing the operating competencies of mining companies and mining projects; Geovic has developed these strengths through the extensive experience of its management and staff with many mining companies, public and private, and a multitude of resource-related projects located around the world; and

MINDFUL of the fact that the Services to be performed by Geovic under this Services Contract are based on each Geovic Cameroon annual work program and budget approved and adopted by the Geovic Cameroon Board of Directors (the " Geovic Cameroon Annual Budget" ), beginning with the Geovic Cameroon Annual Budget for the year commencing January 2010 , and continuing for each year thereafter until this Services Agreement is terminated in the manner described herein; and the Geovic Cameroon Annual Budget for each year thereafter, when approved and adopted by the Geovic Cameroon Board of Directors, shall establish the basis for updating Schedule A, Scope of Services, and Schedule B, Financial Terms, to the Services Contract replacing Schedules A and B for the prior year;


Contract for Professional and Technical Services Page 1 of 6

NOW THEREFORE WITNESSES that in consideration of the mutual covenants and agreements contained herein, the Parties agree that this Services Contract shall be implemented in accordance with the following terms and conditions:

1. SERVICES TO BE PERFORMED

Geovic agrees to perform Services in accordance with the needs and requirements of the Project development cycle as may be requested by Geovic Cameroon. Based on the Geovic Cameroon Annual Budget most recently adopted and approved by the Geovic Cameroon Board of Directors, Geovic agrees to perform the Services requested by Geovic Cameroon as described and attached hereto as Schedule A; and the Parties acknowledge and agree that Schedule A may be revised annually upon the mutual written agreement of the Parties, consistent with the Geovic Cameroon Annual Budget then in effect.

The general Services to be performed by Geovic and the anticipated quarterly deliverables to be accomplished and/or presented are described on Schedule A. A quarterly report concerning the Services performed under the Services Contract shall be provided to the Geovic Cameroon General Manager by or before the last day of the month following the end of the quarter. The Parties recognize that the quarterly deliverables defined on Schedule A represent the best available information at the time the Geovic Cameroon Annual Budget was approved. The Parties further recognize that the specific actions and/or schedule and/or budget may change during the term of the Services Agreement. Geovic will use the quarterly reports to advise Geovic Cameroon of any deviations or modifications to the deliverable actions and/or schedule and/or budget. Geovic will not exceed the authorized budget amount without prior authorization by Geovic Cameroon.

2. GEOVIC TEAM

Key members of the Geovic Team are identified on Schedule C (the " Geovic Team" ) along with a brief summary of their relevant qualifications and experience. Geovic will give Geovic Cameroon at least 30 days prior written notice of any changes to the Geovic Team on Schedule C. The Geovic Team will be supported by a qualified group of technical and administrative personnel. Technical and administrative staff may be Geovic employees or independent service providers. All Services provided under this Services Contract will be accomplished by properly qualified personnel and supervised by Geovic.


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3. REMUNERATION

The remuneration for the performance of Services by Geovic during the term of this Services Contract shall be based on the total man-hours involved for carrying out the said Services. The man-hours, utilization, hourly charge rates, and total budget estimate for the Geovic Team are detailed and attached hereto as Schedule B. Schedule B may, and is intended to be modified from time to time to reflect changes in rates of compensation, difficulty of services, changing nature of services required and provided, and other factors. The Parties shall mutually agree to all material changes in Schedules B and shall negotiate changes in good faith; until so changed, the charge rates shown of Schedule B shall continue to apply, notwithstanding that a Geovic Cameroon Annual Budget for a succeeding year may have been adopted.

4. OUTSIDE CONTRACTORS AND OTHER PROJECT COSTS

All agreements with, and obligations to, outside contractors and consultants relating to the Project within the scope of this Services Contract shall be signed by Geovic Cameroon and all related costs shall be paid directly by Geovic Cameroon.

Geovic shall be reimbursed by Geovic Cameroon for its cost and expenses. Geovic will report to Geovic Cameroon on work programs, budgets and delivery schedule of outside contractors and consultants in its quarterly report to Geovic Cameroon.

5. TERMS AND CONDITIONS OF PAYMENT

The financial terms of this Services Contract are presented on Schedule B. The remuneration for performance of Services by Geovic under this Services Contract has been negotiated for 2010 on reasonable commercial terms for a total budgeted amount of $1,500,000 (one million, five hundred thousand) in consideration of arm' s length principles and the OHADA Uniform Acts, as well as in accordance with Article 3 and Article 7, Section 7.3 of the Geovic Cameroon Shareholders Agreement. Each future revision to Schedule B will likewise be so negotiated.

Normal costs and expenses (notably transportation, lodging, telecommunications, meals, and incidentals) incurred by the Geovic Team in respect of this Services Contract shall be paid directly by Geovic Cameroon or reimbursed on an actual cost reimbursable basis.

Geovic shall invoice Geovic Cameroon quarterly for Services performed and reimbursable expenses or other costs incurred subject to the terms outlined above in this Services Contract. Any payment not received within thirty (30) days of the date of the invoice will be subject to late payment fees of one percent (1%) per month delinquent. Such late payment fees will not be accounted against Geovic' s authorized budget under this Services Agreement.

All payments made by Geovic Cameroon pursuant to this Services Contract shall be paid by Geovic Cameroon in U.S. Dollars unless otherwise agreed to by the Parties.


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6. RESPONSIBILITY OF GEOVIC

Geovic shall perform its duties under this Services Contract in compliance with the laws and regulations of the Republic of Cameroon, the Mining Convention, and the Mining Permit in a prudent manner and with a comparable degree of care and skill as would be expected of a reputable third party service provider.

7. LIMITATION OF LIABILITY

In provision of the Services hereunder and subject to the application of the rules of agency, neither Geovic nor any of its affiliates nor any employees or agents of any of them shall be liable for any act or omission resulting in loss or damage to Geovic Cameroon, or any of its respective affiliates, except to the extent that such loss or damage is caused by the gross negligence or willful misconduct of Geovic, nor any of its affiliates nor any employees or agents of any of them in the course of their employment or agency. Notwithstanding the foregoing, neither Geovic, nor any of its affiliates, nor any employees or agents of any of them shall be liable for any indirect, consequential or punitive damages, including without limitation, damages for lost profits or lost business opportunities.

8. OWNERSHIP OF DOCUMENTS AND INTELLECTUAL PROPERTY RIGHTS

Geovic Cameroon is the owner of all rights, titles, and interests in all of the intellectual property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the Services, Works and Documents created under this Services Contract.

Services and Works means all inventions, improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and disks conceived, red
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