EXHIBIT 10.1
LIMITED AGENCY AND SERVICES
AGREEMENT
This Limited
Agency and Services Agreement (hereinafter
“Agreement”) is dated for reference September 10, 2010
and executed by the following parties:
Oro East
Mining, Inc. (hereinafter
“Principal”), a Delaware corporation filed with the
U.S. Securities Exchange Commission, CIK Ref. Number 0001430174,
with office address at 32/F Tower 1, Millennium City, 388 Kwun Tong
Road, Kwun Tong, Kowloon, Hong Kong; and
Sichuan
Dujiangyan Weida Company, Limited, dba Weida Co., Ltd.
(hereinafter “Agent”), a
privately held Chinese corporation, with principal place of
business located at Building No. 24 Baopin Villa, Guanjin Street,
Dujiangyan, Sichuan, People’s Republic of China.
RECITALS
WHEREAS,
Principal is a start-up mining corporation seeking to commence
mining and excavation activities at certain claims located
throughout Southeast Asia owned and managed by
Principal;
WHEREAS, Agent
is a company skilled and experienced in mining
operations;
WHEREAS,
Principal retains Agent to procure mining equipment as set forth in
Exhibit A for the benefit of Principal, and to initially
fund cash flow for the first three (3) months of mining operations,
to be funded in Chinese Renmenbi (RMB);
WHEREAS, in
consideration for Agent’s services and funding, Principal
shall pay Agent Eight Hundred Sixty Thousand U.S. Dollars
($860,000.00 USD) with an interest rate of Four Percent (4%) per
annum, payable and to be delivered to Agent on or before November
10, 2010 in cash, or in the alternative, Agent has the option to
receive the consideration as stock in Principal’s company at
Two U.S. Dollars ($2.00 USD) per share, up to the amount Agent is
owed;
WHEREAS, this
Agreement states the terms and conditions by which Agent shall
deliver and Principal shall receive certain services provided by
Agent as set forth herein this Agreement.
AGREEMENT
NOW THEREFORE,
the undersigned parties integrate the foregoing recitals into the
binding body of this Agreement and hereby agree to be bound for
good and valuable consideration as follows:
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Scope of
Authority. Agent has been
retained to carry out two primary activities:
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Equipment
Purchase. Agent shall
purchase equipment for Principal, which shall help Principal
commence mining operations located throughout Southeast Asia. Agent
shall be responsible for obtaining any and all equipment reasonably
necessary for Principal to commence the Target Mining Operations.
In addition, Agent shall negotiate Best Prices for the equipment
and must provide documentation of research and market analysis to
support that Agent has purchased all equipment at the lowest and
most competitive rates on the market. Agent must maintain complete
books and records of all purchases recorded pursuant to Generally
Accepted Accounting Principles, and provide all receipts of
equipment purchased.
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Cash Flow
Funding. Agent agrees
that it shall help fund the first 3 months of cash flow for mining
operations of Principal in the Republic of Philippines, and that
cash flow shall be used for the purchase of equipment and payroll
of mines workers and/or subcontractors, among any other
transactions or activities reasonably commercially necessary for
the start-up mining operations of Principal as set forth in Exhibit
A. Such cash flow funding shall be tendered in Chinese Renmenbi
(RMB).
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Compensation. In consideration for Agent’s services and
funding, Principal shall pay Agent Eight Hundred Sixty Thousand
U.S. Dollars ($860,000.00 USD) with an interest rate of Four
Percent (4%) per annum (hereinafter “Contract Price”),
payable and to be delivered to Agent on or before November 10, 2010
in cash, or in the alternative, Agent has the option to receive the
consideration as stock in Principal’s company as set forth
and described in Exhibit A , attached hereto and
incorporated by reference, at Two U.S. Dollars ($2.00 USD) per
share, up to the amount Agent is owed ($860,000.00 USD plus 4%
interest per annum). The Contract Price is the full and complete
consideration for the terms set forth in the Scope of Authority
term supra , Covenants 1(a) and 1(b), Equipment Purchase and
Cash Flow Funding, respectively. The parties do not foresee the
costs of Agent’s obligations to exceed the Contract Price,
but even if it does, the risk of loss or liability is borne by
Agent.
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Books
Available on Principal’s Demand. Agent shall maintain at all times complete books
and records of all transactions and activities of Agent on behalf
of Principal as it arises from this Agreement, and those books and
records shall be made available to Principal for inspection at any
time upon Principal’s demand. If at any time Agent has failed
to maintain complete books and records of all transactions and
activities, such failure and omission shall constitute breach of
this Agreement.
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Bi-Weekly
Updates. Agent shall
submit a written report to Principal’s President, Danni
Zhong, at minimum once every two weeks to provide a listing of all
equipment already purchased, in the process of purchasing, or to be
purchased, along with an outline of all activities and
transactions, and status updates on the progress of
operations.
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Term of
Agreement. This Agreement
shall endure for a period of approximately Three (3) Months,
commencing on the date of execution of this Agreement and
terminating automatically on November 1, 2010, unless earlier
expressly terminated by the parties.
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Termination
of Agreement. Any party
to this Agreement may terminate the Agreement for cause, or breach
by the other party. Any failure to meet the terms of this
Agreement, any express covenant whatsoever, shall constitute a
material breach of the Agreement. The terminating party shall send
written notice to the breaching party of termination and the breach
or alleged breach. Breaching party or allegedly breaching party is
entitled to Three (3) days to correct any breach or alleged breach,
and failure to do so within the three days shall allow the
terminating party to proceed with termination absolutely and pursue
any recourse or claim of recovery deemed necessary.
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Non-Disclosure Agreement.
As part of the consideration
required of it under this Agreement, Agent and its employees,
officers, and trustees agree that they shall not at any time
thereafter the execution of this Agreement divulge to any person or
entity any confidential information received by them during or
after the term of this Agreement with regard to the personal,
financial, or other affairs of Principal(s), and all such
information shall be kept confidential and shall not in any manner
be revealed to anyone. Confidential information shall encompass any
and all documents or information expressly marked as
“Confidential”; any and all records or documents
related to finance; any and all records or documents related to
corporate organization; and any and all communications transmitted
to Agent by the President of Principal that is not already in the
public domain. Agent further hereby expressly covenants and agrees
that it shall not at any time during or after termination of this
Agreement reveal, divulge or make known to any person any
confidential information of Principal, or reveal, divulge, or make
known to any person of any secret or confidential information
whatsoever in connection with Principal or its business or anything
connected therewith, or solicit, interfere with, or endeavor to
entice away from Principal any customer or any person in the habit
of dealing with Principal, or interfere with or entice away any
other employee of Principal, and Principal may apply for and have
an injunction restraining the breach or the threatened breach of
any of the covenants hereof.
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Confidentiality. In the event that a separate confidentiality or
non-disclosure agreement has been executed by the undersigned
parties, either prior to or subsequent to the execution of this
Agreement, the terms of that separate confidentiality or
non-disclosure agreement shall govern. If no separate
confidentiality or non-disclosure agreement exists, then this
covenant shall apply. All communications, written or oral, made
between the parties during the course and scope of this Agreement
shall be held in strictest confidence and may not be disclosed to
any person or
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