Business Proposal for New Mine

Business Proposal for New Mine

Parties and Proposal Identification

Proposer Name:

Proposer Address:

Client Name:

Client Address:

Proposal Date:

WHEREAS Recitals

WHEREAS, Proposer Name: is engaged in the business of mineral exploration, mine development, and related engineering and management services and represents that it possesses the technical capability and experience to plan and develop a mining operation at the Site described below;

WHEREAS, Client Name: owns, controls or has lawful access to the mineral rights and surface interests necessary for development of the proposed mine located at: Project Site: and desires to retain Proposer to perform the services described herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Proposer will provide planning, permitting, construction oversight and other services in connection with development of the New Mine and to memorialize payment, confidentiality and governance terms.

Scope of Work

Proposer shall perform the services described in this Scope of Work and related attachments. The Scope of Work shall include planning, geotechnical investigation, environmental permitting support, detailed engineering, procurement oversight, construction management, commissioning assistance, and training of Client personnel.

Payment Terms

Client agrees to pay Proposer for services and deliverables as follows:

Late Payment: If any undisputed amount is not paid within days after the invoice due date, Client will pay interest at the lesser of per month or the maximum lawful rate, plus a late charge of per late invoice.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate for material breach if the breaching party fails to cure within days after written notice. Either Party may terminate for convenience upon providing days' prior written notice. Termination shall not relieve Client of payment obligations for services performed and reasonable wind-down costs incurred prior to termination.

Confidentiality

Each Party (the "Receiving Party") shall keep confidential and not disclose to any third party without the prior written consent of the other Party (the "Disclosing Party") any Confidential Information received in connection with this Agreement. "Confidential Information" includes business plans, technical data, assay results, mine plans, reserve estimates, financial models, and other non-public information disclosed in written, oral, electronic or other form. Confidential Information does not include information that (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is received from a third party rightfully and without breach of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is disclosed pursuant to a valid court order or applicable law, provided the Receiving Party gives prompt notice and cooperates with reasonable efforts to limit disclosure.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, where protection will continue for as long as the information qualifies as a trade secret under applicable law.

Representations; Compliance

Each Party represents that it has the full power and authority to enter into and perform this Agreement, that performance will comply with applicable laws, permits and licenses, and that it will obtain and maintain all required governmental approvals, permits and authorizations necessary for performance of its obligations.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation between senior representatives of the Parties. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration conducted in the county of the governing state under the commercial arbitration rules applicable to such proceedings. The arbitrator may award costs and reasonable attorneys' fees to the prevailing Party.

Limitation of Liability

Except for liability resulting from gross negligence, willful misconduct, fraud, or a party's breach of its confidentiality obligations, the aggregate liability of either Party under or in connection with this Agreement shall not exceed the total amount actually paid by Client to Proposer under this Agreement. In no event shall either Party be liable for consequential, incidental, special or punitive damages.

Insurance and Indemnity

Proposer shall maintain commercially reasonable insurance coverage, including but not limited to general liability, professional liability and workers' compensation, in amounts customary for similar mining development projects. Each Party shall indemnify and hold harmless the other Party from claims, losses or damages arising from the indemnifying Party's negligence or willful misconduct in connection with performance under this Agreement, subject to the limitations set forth herein.

Entire Agreement; Amendments

This Agreement, including all attachments and schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party designates in writing. Notice is effective upon personal delivery, confirmed electronic transmission, or three (3) days after mailing by certified mail, return receipt requested.

Additional Administrative Information

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