Mining Company Operations Agreement

Mining Company Operations Agreement

RECITALS

WHEREAS, the Mining Company is the record owner of certain mineral rights and surface interests located at (the "Property"); and

WHEREAS, the Operator represents that it is experienced in mining, processing and related site operations and has available personnel, equipment and permits to perform mining operations described herein; and

WHEREAS, the parties desire to set forth the terms by which Operator shall conduct mining operations on the Property, effective as of .

SCOPE OF WORK

Operator shall provide all labor, supervision, equipment, materials and services necessary to conduct exploration, extraction, processing and transportation activities described below in accordance with all applicable permits, laws and accepted industry practices. Operator's specific obligations include, but are not limited to:

PAYMENT TERMS

Contract Price (exclusive of applicable taxes): $.

Invoices shall be paid within days of receipt unless disputed in good faith. Late payments shall incur interest at the lesser of (a) % per month or (b) the maximum rate permitted by law, calculated daily from the original due date until paid in full.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including but not limited to payment obligations, reclamation obligations and indemnities.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public technical, financial, operational and business information disclosed by one party to the other in connection with the transactions contemplated herein. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to third parties except to employees, contractors and advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform obligations under this Agreement.

Confidential obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain subject to protection for so long as they qualify as trade secrets under applicable law. Confidential Information does not include information that: (i) is or becomes publicly available through no breach hereof; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed by the receiving party.

INSURANCE, INDEMNITY AND COMPLIANCE

Operator shall, at its expense, maintain and provide certificates of insurance evidencing commercial general liability, automobile liability, worker's compensation and environmental liability insurance in coverages and limits customary for operations of similar scope, and shall name Mining Company as an additional insured where applicable. Minimum limits and specific insurance requirements shall be set forth in an exhibit attached hereto and incorporated herein by reference.

Operator shall indemnify, defend and hold harmless Mining Company and its affiliates, officers, directors and employees from and against all third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Operator's negligence, willful misconduct, breach of this Agreement, or failure to comply with applicable laws, permits or regulations, except to the extent directly caused by the gross negligence or willful misconduct of Mining Company.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with all exhibits, attachments and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No amendment to this Agreement shall be effective unless executed in writing by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the respective notice addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon personal delivery, confirmed electronic delivery, or three (3) days after deposit with a nationally recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties acknowledge that each had the opportunity to be represented by counsel in negotiating this Agreement and that any rule of construction providing that ambiguities be construed against the drafting party shall not apply.

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