The Principal is desirous of having the Services carried out by the Engineer, the details of which are more particularly described in the Contract.

The Engineer has represented to the Principal that it has significant knowiedge and experience in carrying out the Services.

The Principal has accepted the proposal of the Engineer subject to the conditions herein contained and the parties now desire to evidence their agreement.

INTERPRETATION AND DEFINITIONS

1.1     Interpretation

references to persons include natural persons, partnerships, joint ventures, unincorporated associations, corporations, or government or statutory bodies or authorities;

words indicating the singular number inciude the plurai number and vice versa;

where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

headings are for reference only and do not form part of this Contract; and

the words "inciude", "includes" and "including" are a reference to "inciuding, but not limited to".

all information and data received by the Engineer as a result of performing the Services and includes specifications, drawings, designs, trade secrets, plans, know-how and ideas which has been marked or otherwise identified by the Principal as confidential or is otherwise of a nature or quality where a reasonable person in the Engineer's position would consider it to be confidential; but

does not include information and data that (a) was known by the Engineer without confidentiality restrictions at the time of its receipt from the Principal or a third party; (b) was or becomes available to the public other than as a result of a breach of the terms of this Agreement; or (c) was or becomes available to the Engineer on a non-confidential basis and other than in connection with the Principal's disclosure pursuant to this Agreement from a source that was not, to the Engineer's knowledge, prohibited from disclosing such information to the Engineer.

TERM

The Contract commences on the Commencement Date and ends on the Completion Date.

AGREEMENT TO PERFORM SERVICES

The Engineer agrees to:

perform the Services for the Principal in accordance with the terms and conditions of this Contract;

compiy with all reasonable directions given to the Engineer by the Principal from time to time; and

perform the Services (1) in a manner consistent with the high level of skill and care ordinarily exercised by international engineering firms who specialize in the Services called for under this Contract and, (2) which would be expected if the Services are to be performed in a manner consistent with all applicable rules, laws, regulations and statutes and the objectives of safety, reliability, environmental protection. economy and expediency.

SCOPE OF SERVICES

The scope of Services and the specific items of work that are to be performed by the Engineer are set out in Schedule 1. The Engineer shall provide the services and all relevant work product in useable electronic formats including but not limited to AutoCad, MS Word. PDF and/or MS Excel. Engineer shall provide weekly reports summarizing its progress on the Services and its costs and charges to date for the Services in form satisfactory to Principal.

PRICE SCHEDULE

In consideration of the performance of the Services by the Engineer in accordance with the terms and conditions of this Contract. the Principal agrees to pay the Engineer in accordance with Clause 6.0.

The Engineer is entitled to charge the Principal the fees. any government taxes levied on those fees (including any withholding, consumption, value added or goods and services taxes), charges and imposts. as defined in Schedule 2. All discounts, concessions and rebates inuring to the benefit of Principai shall be for the account of Principal.

The fees for each payment due the Engineer under this Contract will be paid in Australian Dollars.

Should the Principal dispute any part of any invoice, that part of the invoice not in dispute shall be paid within the period prescribed in Clause 6.2.

Engineer agrees not to increase its billing rates for the Services until after delivery of the Bankable Feasibility Study referenced in Schedule 1.

PAYMENT

Any amount payable by the Principal to the Engineer pursuant to this Clause 6.0 shall be paid within thirty (30) days from date of the invoice subject always to any rights under this Contract which the Principal may have to withhold or deduct payment from the Engineer.

The Principal may at any time and from time to time by notice in writing to the Engineer, request a variation to the Services either by way of an increase or decrease in the Services or by way of changes in the character or quaiily of material or equipment used in providing the Services provided that such variation shall not have the effect of materially changing or altering the quantity, nature or character of the Services.

No variation to the Services pursuant to Clause 7.1 shall be permitted either by the Principal or by the Engineer until the terms have been reduced to writing and agreed between the parties. Engineer shall keep a current log of all agreed-to variations which shall be available to Principal upon request.

EARLY TERMINATION

The Principal may terminate this Contract at any time prior to the Completion Date by giving to the Engineer one (1) month written notice of its intention to terminate.

In the event of such early termination, the Principal's liability to the Engineer shall not exceed the amount owing under this Contract for the Services performed up to the date of termination, together with the Engineer's reasonable demobilisation costs and any other direct, out-of-pocket costs or expenses incurred as a direct result of performing the Services for which the Engineer remains liable. If requested by the Principal the Engineer shall supply reasonable evidence to support the amounts claimed for such costs and expenses.

CONFIDENTIALITY

The Engineer agrees to use Confidential Information solely for the purpose of performing the Services and for no other purpose. Except where required by law, the Engineer shall keep secret and confidential and shall not disclose to any third party without the prior written consent of the Principal, any Confidential Information and shall take or cause to be taken such reasonable precaution as may be necessary to maintain secrecy and confidentiality and prevent disclosure, including obtaining confidentiality agreements from its employees and agents.

Except where required by law, the Engineer shall not advertise, publish or release information to the public concerning this Contract, the Services or the operations of the Principal without prior written consent of the Principal.

Principal shall have access to all Service-related work product upon request during the term of this Contract, excluding Engineers Background IP. Principal shall also have reasonable access to billing and expense records and timesheets concerning Engineer's costs and charges for the Services upon written request. On completion of the Services or termination of the Contract, the Engineer shall promptly return to the Principal all documents including specifications, drawings, designs and plans provided to the Engineer by the Principal during the term, and all relevant Service-related work product including, but not limited to Service IP. Without in any way limiting the operation of the foregoing provisions of this Clause 9.0, the Engineer may retain one (1) record set of any such documents.

the Principal shall indemnify and hold harmless the Engineer against any loss, damage, claims, demands, proceedings, costs, charges and expense whatsoever to the extent arising from any non-Engineer approved amendments made by the Principal or on the Principal's behalf to any such documents.

The Engineer shall ensure that each of its employees and all subcontractors and their employees and agents do not divulge or use for their own purposes any Confidential Information.

INTELLECTUAL PROPERTY

The parties acknowledge that the Engineer remains the owner of all Engineer Background IP.

The Engineer grants to the Principal a non-exclusive, royalty free, irrevocable licence to use Engineer Background IP, which is incorporated into the Services IP, to the extent necessary to enable the Principal to exercise its rights in the Services IP. 

INDEMNITY

Subject to clause 13.0 the Engineer shall indemnify and keep indemnified and also defend, protect and hold harmless the Principal and its directors, officers, employees, consultants and agents other than the Engineer against any loss, damage, claims, demands, proceedings, costs, charges and expense whatsoever in respect to personal injury (which expression shall include illness and disability) to, or death of all persons including the Engineer's own employees and in respect of loss or damage to all property real or personal (Including but not limited to the property of the Principal) to the extent arising out of any negiect, act or omission of the Engineer or out of any default of the Engineer in the execution of the Services or obligations under this Contract.

INSURANCE

12.1     Required Insurances

The Engineer shall procure prior to commencing the performance of the Services and maintain until the Services are completed (other than in the case of professional indemnity Insurance. which shall be maintained for six (6) years after the Services are completed) and shall use its best endeavors to ensure that any, as applicable, authorised subcontractor procures and maintains the following insurance coverage:

Workers compensation and occupational disease insurance to cover statutory and common law claims and liabilities arising out of work related injuries or incapacities, with limits as required by any and all applicable statutes.

Commercial general liability (public liability) insurance covering personal injury, bodily injury and property damage arising from operations and premises involved in the services, with a combined single limit of liability not less than A$2,000,000 per occurrence, including:

(c)        Professional indemnity insurance with a sum insured of A$5,000,000 per occurrence and in the aggregate.

Insurance in respect of any motor vehicle used in performing the Services (including third party, personal injury and property damage insurance) with limits subject to the reasonable approval of Principal, including but not limited to:

Insurance coverage shall be effected with Insurers approved by the Principal (which approval shall not be unreasonably withheld) and the Engineer shall provide the Principal with copies of certificates of currency for all such insurance policies upon request by the Principal. All insurance to be provided under this Clause 12 shall be primary with respect to any other similar insurance available to Principal. Engineer shall disclose to Principal any of the coverages that are Claims Made prior to the Commencement Date. Any losses, whether or not covered by the insurance described in this Clause 12 or within the deductible of such insurance, will be the responsibility of the Engineer. If the insurance coverage is not procured or maintained as required by Clause 12.0 then the Principal may:

LIMITATION OF LIABILITY

For a period of 12 months after the Completion Date, the Principal may, by notice to the Engineer, call upon the Engineer to provide professional services free of charge for completing any rectification of any omission or defect with regard to the Services. The notice shall identify the omission or defect and state the date by which the rectification work is to be completed. Where rectification work is to be carried out it shall be done at times and in a manner which causes as little inconvenience to the Principal and its client, as the case may be, as is reasonably possible.

Costs associated with any contractors' or manufacturers' mobilisation, equipment, material, labour, accommodation and all other items and like things necessary to reclify the Engineer's omission or defect referred to in Clause 13.1 shall be to the Principal's account.

Notwithstanding any clause to the contrary, the Engineers total aggregate liability to the Principal for all mailers, if any, which may arise out of or in connection with the Services or dealings between the parties in connection with this Contract whether in contract, including quasi-contract; in tort for negligence or otherwise; or otherwise at law (including statute) or in equity, shall be limited (and the Principal releases the Engineer of any liability extending beyond those limits):

in respect of corrective action taken by the Engineer under the provisions of Clause 13.1, to the provision of professional services to a maximum amount of fifteen percent (15%) of the total aggregate amount of the Engineer's fees payable under this Contract, but such limit shall be reduced to the extent sums have already been incurred under Clause 13.3(b) below; and

in respect of liability under clause 22 with respect to Key Persons, to a maximum amount of fifteen percent (15%) of the total aggregate amount of the Engineer's fees payable under this Contract, but such limit shall be reduced to the extent sums have already been incurred under Clause 13.3(a) above;

in respect of claims for which the Engineer is indemnified under the Public liability insurance policy provided by the Engineer pursuant to Clause 12.1(b), to a maximum of A$10,000,000;

in respect of claims for which the Engineer is indemnified under the Professional Indemnity insurance policy provided by the Engineer pursuant to Clause 12.1(c), to a maximum of A$10,000,000 and

in respect of claims for which the Engineer would be entitled to indemnity under any other insurance policy provided by the Engineer pursuant to Clause 12.1, to the limit of indemnity under that policy. Notwithstanding anything in this Contract expressed or implied to the contrary, neither of the parties hereto shall be liable to the other for any Consequential Loss whatsoever or howsoever arising.

SUSPENSION

Suspension of obligations

The Principal may at any time suspend the performance of the Services or any part thereof, by providing a written notice to the Engineer. The Engineer shall be entitled to reasonable demobilisation costs and any other direct, out-of-pocket costs or expenses incurred as a direct result of such suspension. If requested by the Principal the Engineer shall supply reasonable evidence to support the amounts claimed for such costs and expenses.

Recommencement of obligations

If the Services are suspended under Clause 14.1, then the Principal may subsequently at any time resume the performance of the Services or any part thereof, by providing a written notice to the Engineer. Upon receiving such notice the Engineer shall recommence performance of the Services as soon as reasonably possible.

FORCE MAJEURE

If either party is unable at any time whether wholly or in part by reason of Force Majeure to carry out all or any of its obligations under this Contract, that party shall give to the other prompt written notice to that effect, giving full particulars of such Force Majeure as is claimed to exist and to have occurred and thereupon the obligations under this Contract of the party giving that notice shall, to the extent that they are affected by such Force Majeure, be suspended during but not longer than the continuance of the Force Majeure. The party so claiming Force Majeure shall immediately take all reasonable steps within its power to remove or overcome the effects of that Force Majeure.

DEFAULT BY THE ENGINEER

16.1 

gives or offers any substantial gift, whether by way of monies, goods or otherwise to any employee of the Principal, or if any employee of the Principal has an undisclosed substantial interest in the Engineer's business of which the Engineer is aware and the existence of which the Engineer fails to disclose to the Principal, then the Principal may give the Engineer notice in writing (not to be given unreasonably) specifying the default and requiring the Engineer to remedy the same at the Engineer's expense.

Suspend payment for Services rendered from the date of the notice given under Clause 16.1 until the default has been remedied, or until an election is made under Clause 16.2(b) or Clause 16.2(c).

SUBCONTRACTORS

Approval

The Engineer shall not subcontract any part of the Services without the prior written consent of the Principal, which consent the Principal shall not unreasonably withhold.

Obligations

In no case shall the Principal's consent to any subcontract relieve the Engineer of any of its obligations and liabilities under this Contract in respect of its performance and the timing of its performance of the Services.

Liability

Notwithstanding the consent of the Principal to a subcontract, the Engineer shall be liable to the Principal for the acts and omissions of any subcontractor or any employee or agent of any subcontractor, being performed in relation to the Services, as if such were the acts or omissions of the Engineer or the employees or agents of the Engineer.

COMPLIANCE WITH STATUTORY REQUIREMENTS

The Engineer shall comply with the requirements of applicable laws, rules, regulations and statutes, including but not limited to, all Acts of Parliament in the State of Western Australia as amended from time to time and with the requirements of alt ordinances, regulations, bylaws, orders and proclamations made or issued thereunder and with the lawful requirements of public, municipal and other authorities in any way affecting or applicable to the Services.

The Engineer shall give all notices necessary to comply with Clause 18.0.

NOTICES

All notices and enquiries by the Principal relating in any way to this Contract and the Services shall be directed by the Principal to the Engineer as follows:

All notices and invoices from and enquiries by the Engineer relating in any way to this Contract and the Services shall be directed by the Engineer to the Principal as follows:

David Beling
Geovic Cameroon PLC
742 Horizon Court, Suite 300A
Grand Junction, CO 81506
Telephone: (970) 256-9681
Facsimile:   (970) 256-9241
Email: dbeling@geovic.net 

Contract notices oniy shall also be directed by the Engineer to the Principal as follows:

The parties will not be under any obligation to review, respond or act upon any email communication not addressed as specified above.

A senior manager from either party shall notify the other party that a Dispute requires resolution. Such notice shall provide reasonable particulars as to the nature of the Dispute.

A senior manager from each party shall meet within fourteen (14) days after the Dispute has been referred to them to resolve the issue.

If the senior managers are unable to settle the Dispute within fourteen (14) days, then either party may commence arbitration as set forth below in this Article 20.

If the parties have been unable to resolve a Dispute pursuant to the procedures set forth above, then either party, in its sale discretion, may invoke binding arbitration under the Rules of Arbitration of the International Chamber of Commerce, and any arbitration conducted thereunder shall occur in London, England. If the aggregate amount of the Dispute(s) is less than $1,000,000, then the parties shall mutually agree on one (1) arbitrator. If the parties cannot agree on one (1) arbitrator or if the aggregate amount of the Dispute(s) is equal to or greater than $1,000,000, then there shall be three (3) arbitrators, with each party selecting one; the third arbitrator, who shall be the chairman of the panel, shall be selected by the two (2) party-appointed arbitrators. The decision of the arbitrators shall be final and binding. Each party shall bear its costs in such Dispute resolution, including without limitation, reasonable attorneys' fees.