Exhibit 10.1


 


US GOLD CORPORATION


 


and


 


2083089 ONTARIO INC.


 


 


MANAGEMENT SERVICES AGREEMENT


 


 


November 5, 2009


 

















 


MANAGEMENT SERVICES AGREEMENT


 


This
Management Services Agreement (the “Agreement”) is entered into as of the 5th
day of November 2009, by and between 2083089 ONTARIO INC., a company
incorporated under the laws of Ontario, Canada (“208”) and US GOLD CORPORATION,
a company incorporated under the laws of the State of Colorado, U.S.A. (“US
Gold”), each a “Party” together the “Parties”.


 


THE
PARTIES AGREE AS FOLLOWS:


 


1.               208 shall, while this
Agreement is in effect, directly or indirectly supply US Gold with such
services and facilities (the “Services”) as US Gold may reasonably require. The
Services shall include, but shall not be limited to, such assistance as may
from time to time be agreed between the parties, including specifically:


 


a)              Office premises, including
commercially reasonably insurance and for certainty, all related utility
charges.


b)             Office equipment, computers,
supplies, and communications;


c)              Sundry expenses and
disbursements;


d)             Group employee benefits;


e)              Public and investor
relations support;


f)                Market analysis and
research;


g)             Corporate secretarial and
legal support services;


h)             Sales and marketing;


i)                 Graphics design and information
technology support; and


j)                 Such other services as US
Gold may from time to time reasonably request and that 208 may reasonably
provide in order to properly perform its functions as a mining exploration
company.


 


(collectively, the “Services”).


 


2.               US Gold shall, while this
Agreement is in effect, supply 208 with such financial, administrative and
operational personnel (“Personnel”), which would reasonably be expected of a
company engaged in the mining and mineral exploration business. The provision of
these services by US Gold shall be deemed to reduce the cost of the Services
received from 208, both of which are to be determined on a cost recovery basis.


 


3.               In consideration of the net
cost of the Services to be provided by 208, partially offset by the net cost of
the Personnel provided, US Gold will for the Term pay to 208 a monthly sum in
Canadian dollars of $5,000, or an amount determined jointly by 208 and US Gold
as set forth in paragraph 6.


 


4.               Despite anything in this
agreement to the contrary, the personnel performing the Services set out in 1(e) and
1(g) above are and shall continue to be employees of 


 


2

















 


US Gold, as such term is generally understood under applicable laws in
the Province of Ontario and the federal laws of Canada.


 


5.               It is hereby understood and
agreed that nothing herein contained shall in any way inhibit or restrict the
choice and discretion of the officers and directors of US Gold in conducting
its business or in appointing any person as an officer or director of US Gold.


 


6.               208 shall provide copies,
upon written request from US Gold, of its unaudited annual financial statements
to US Gold’s board of directors. Within 45 days of each year-end, 208 and US
Gold shall jointly review in good faith the cost of the Services and Personnel
to determine whether the amount set forth in Paragraph 3 is appropriate or
whether adjustments to the provisions of this Agreement are appropriate.  Should it be determined that the amount
payable by US Gold in Paragraph 3 should be increased, US Gold shall not be
obligated to pay an increased amount until the increase has been approved by US
Gold’s Audit Committee of the Board of Directors at its next scheduled meeting.


 


7.               Any notice given hereunder
shall be deemed to be given, if delivered personally to an officer of the Party
to which the notice is to be given, transmitted by facsimile or email, or
forwarded by registered mail.


 


8.               The term of this Agreement
shall commence as of the date first above written and shall continue until December 31,
2010, or until terminated by 60 days’ prior written notice by any Party hereto
at the sole discretion to the other parties hereto (the “Term”). In the event
of any such termination, 208 shall render a final invoice with respect to
Services provided hereunder and, subject to the provisions of paragraph 6
hereof, US Gold shall pay such amount within 30 days of receipt of such
invoice.


 


9.               US Gold and 208 acknowledge
that each may provide services to other parties and that certain of those
parties may also be engaged in the mining, mineral exploration or oil and gas
exploration business.


 


10.         208 agrees that all
confidential information related to US Gold obtained by 208 in the performance
of this Agreement shall be held in confidence unless such information is
generally available to the public, or is established to be in the public
domain. All information obtained by 208 in the process of providing the
Services remains the property of US Gold.


 


11.         This Agreement shall endure
to the benefit of and be binding upon the parties hereto and their respective
successors.


 


12.         From time to time, any
Party hereto shall, at the request of the other Parties hereto and with
reasonable diligence, do all things and provide all assurances as may be
reasonably required to carry out the obligations contemplated by this
Agreement, and any Party hereto shall, at the request of the other Parties
hereto and with reasonable diligence, execute and deliver such additional
documents or 


 


3

















 


instruments as may be
reasonably necessary to carry out the terms of this Agreement.


 


13.         This Agreement shall be
interpreted and constructed in accordance with the laws of the Province of
Ontario, Canada and the laws of Canada applicable therein.


 


IN
WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the
date and year first written above.


 


 


	
  2083089
  Ontario Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per:
  /s/ Stefan Spears

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  US
  Gold Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per:
  /s/ Perry Y. Ing

  	
   

  



 


4