American Paramount Gold Corp. - Exhibit 10.9 - Filed by newsfilecorp.com






CONSULTING AGREEMENT 

This Consulting Agreement (this “Agreement”) is made effective
as of May 1, 2011 (the “Effective Date”), by and among Ann M. Dumyn (the
“Consultant”) and American Paramount Gold Corp (the “Company”).

ARTICLE I 

  TERM AND DUTIES 

      
     1.1      Engagement.
The Company hereby retains the Consultant and the Consultant hereby accepts
being retained by the Company in a key executive position, upon the terms and
conditions set forth in this Agreement. 

      
     1.2      Term.
This Agreement can be terminated by either party upon thirty (30) days
written notice of the other party. 

      
     1.3      Duties.
The Company’s Board of Directors (the “Board”) and/or the President shall have
the power to determine the specific services (the “Services”) to be performed by
the Consultant, and the means and manner by which those duties shall be
performed. The Consultant shall perform such Services in a manner satisfactory
to the Board and/or the President. Unless otherwise determined by the Board, the
Consultant shall have the title “Secretary/Treasurer/CFO” and shall report to
the President. The Consultant agrees to exercise such authority and perform such
duties and functions as are consistent with her position and shall devote such
business time, attention, skill, and energy to the business of the Company as
shall be reasonably required to perform her Services hereunder.

           
1.4      Non-Disclosure. 

                
     (a)      The
Consultant shall hold in confidence, and shall not disclose to any person
outside of the Company, except on a “need to know” basis, any Proprietary
Information concerning the Company. The Consultant shall use Proprietary
Information only for the purpose of performing the Services for the Company and
shall not use or exploit such Proprietary Information for his benefit or the
benefit of any other person or entity without the prior consent of the Company.


                     
(b)      Proprietary Information means any tangible or
intangible proprietary or confidential information or materials or trade secrets
belonging to the Company or its affiliates (whether disclosed orally, in
writing, in electronic format or otherwise), including, but not limited to,
customers, suppliers, processes, methods and techniques; equipment; data;
reports; know-how; existing and proposed contracts with third parties; and
business plans, including information concerning the existence and scope of
activities of any research, development, marketing or other projects of the
Company, and including confidential financial information and information
concerning the business affairs of the Company which are furnished, disclosed,
learned or otherwise acquired by the Consultant during or in the course of
discussions or otherwise pursuant to this Agreement. Proprietary Information of
a Company shall also include information embodying or developed by use or
testing of Proprietary Information of the Company. 

                
     (c)      The
non-disclosure obligations of the Consultant shall not apply to any Proprietary
Information to the extent that such Proprietary Information: (i) is known to the
public at the time of disclosure or becomes known through no wrongful act on the
part of the Consultant or any of her representatives; (ii) becomes known to the
Consultant through disclosure by sources other than the Company having the legal right to disclose such
Proprietary Information; (iii) has been independently developed by the
Consultant without reference to or use of the Proprietary Information; or (iv)
is required to be disclosed by the Consultant to comply with a court order or
similar legal process, provided that the Consultant provides prior written
notice of such disclosure to the Company and at no cost or expense to the
Consultant takes reasonable and lawful actions to avoid and/or minimize the
extent of such disclosure. 

1




                
     (d)      The
Consultant agrees that the Company is and shall remain the exclusive owner of
the Proprietary Information and all patent, copyright, trade secret, trademark
and other intellectual property rights therein. No license or conveyance of any
such rights to the Consultant is granted or implied under this Agreement.
Consultant shall maintain all copyright, confidentiality and other proprietary
markings on the Proprietary Information of the Company. 

                
     (e)      The Consultant
shall, upon the request of the Company, return to the Company all media,
documents and other manifestations of Proprietary Information received or
developed by the Consultant pursuant to this Agreement and all copies and
reproductions thereof, including, without limitation, all back-up copies in
electronic formats. 

ARTICLE II 

  COMPENSATION

      
     2.1      Compensation.
As compensation for the Services, the Company hereby agrees to pay to the
Consultant a fee (the “Monthly Fee”) of $5,000 (plus applicable HST), payable
monthly in arrears. The Monthly Fee shall be subject to review on October 1,
2011 and at least annually thereafter and shall be based upon the Consultant’s
contributions to the Company and the Company’s overall performance. 

      
     2.2      Stock
Option Grants. In the event of Termination of this Agreement, other than for
cause, any Share Option previously granted to the Consultant by the Company
shall become fully vested, in which case the Consultant shall be entitled to
exercise such Stock Option on the terms granted and, notwithstanding any term of
the stock option plan to the contrary, shall remain exercisable for the original
term granted and shall not terminate due to the termination of the Consultant’s
Agreement with the Company. 

      
     2.3     Other
Businesses. The Company acknowledges and agrees that during the Term, the
Consultant shall continue to be involved with, engaged in, render services for,
and permit his name and the names of his affiliates to be used in connection
with, both existing and new businesses other than the Company. The assumption by
Consultant of his duties hereunder shall be without prejudice to his rights (or
the rights of his Affiliates) to maintain such other interests and activities
and to receive and enjoy profits or compensation there from.

ARTICLE III 
EXPENSES



      
     3.1      Expenses.
The Company shall reimburse the Consultant for (or, at the Company’s option,
pay) all business travel and other out-of-pocket expenses reasonably incurred by
the Consultant in the performance of his Services for the Company. All
reimbursable expenses shall be appropriately documented in reasonable detail by
the Consultant upon submission of any request for reimbursement, and shall be in a
format and manner consistent with the Company’s expense reporting policy (as
well as applicable federal and provincial tax record keeping requirements). The
Company shall reimburse the Consultant for the foregoing within thirty (30) days
after receipt of the Consultant’s expense report. 

2




ARTICLE IV 

  REPRESENTATIONS AND WARRANTIES

      
     4.1      By the
Consultant. The Consultant represents and warrants to the Company that the
execution and delivery of this Agreement by the Consultant do not, and the
performance by the Consultant of the Consultant’s obligations hereunder shall
not, with or without the giving of notice or the passage of time, or both: (a)
violate any judgment, writ, injunction, or order of any court, arbitrator, or
governmental agency applicable to the Consultant; or (b) conflict with, result
in the breach of any provisions of or the termination of, or constitute a
default under, any agreement to which the Consultant is a party or by which the
Consultant is or may be bound. 

      
     4.2      By the
Company. The Company hereby represents and warrants to the Consultant that
the following statements in this section 4.2 are correct and complete as of the
Effective Date: 

                 
    (a)      The Company is
duly organized, validly existing and in good standing under the laws of the
State of Nevada, and has all requisite power and authority to own, lease and
operate its properties and assets and to carry on its business as it is
presently being conducted. The entry into this Agreement, the performance of its
obligations hereunder are not in violation of, in conflict with, or in default
under any of the certificate of incorporation, bylaws or comparable charter
documents of the Company, and there exists no condition or event which, after
notice or lapse of time or both, would result in any such violation, conflict or
default. 

                     
(b)      The Company has all requisite power to
execute and deliver this Agreement and to perform its obligations hereunder and,
subject to the conditions set forth herein, to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
has been duly authorized by all requisite corporate action on behalf of the
Company. 

                 
    (c)      The execution,
delivery and performance by the Company of its obligations under this Agreement
and the consummation of the transactions contemplated hereby, do not and shall
not: (i) violate, conflict with, constitute or result in (in each case, with or
without notice, lapse or time or both) a material default or a material breach
under, or result in the acceleration, termination or cancellation of (or entitle
any Person or give any Person the right to accelerate, terminate or cancel) any
material obligation under, or result in the loss of a material benefit under, or
require any material consent, approval or authorization under, any contract to
which the Company is a party; (ii) contravene or violate in any law, statute,
rule or regulation applicable to the Company or any of its assets or properties,
or any governmental order to which the Company is a party or by which the
Company or any of its assets or properties is bound; (iii) result in the
creation or imposition of any encumbrance on any of the material assets or
material properties of the Company; (iv) constitute an event which, after notice
or lapse of time or both, would result in any conflict, breach, violation,
default, requirement, loss, creation or imposition of any encumbrance,
termination or impairment or similar event described in clauses (i)-(iii) above.


3




ARTICLE V 

  GENERAL PROVISIONS 

      
     5.1      Injunctive
Relief and Additional Remedies. The parties hereto acknowledge that the
injury that would be suffered by the non-breaching party as a result of a breach
of the provisions of this Agreement would be irreparable and that an award of
monetary damages to the non-breaching party for such a breach would be an
inadequate remedy. Consequently, the non-breaching party shall have the right,
in addition to any other rights such party may have, to obtain injunctive relief
to restrain any breach or threatened breach or otherwise to specifically enforce
any provision of this Agreement and the non-breaching party shall not be
obligated to post bond or other security in seeking such relief. 

       
    5.2      Waiver.
The rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by either party in exercising any
right, power, or privilege under this Agreement shall operate as a waiver of
such right, power, or privilege, and no single or partial exercise of any such
right, power, or privilege shall preclude any other or further exercise of such
right, power, or privilege or the exercise of any other right, power, or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Agreement can be discharged by one party, in whole or
in part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (b) no waiver that may be given by a party shall be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on one party shall be deemed to be a waiver of any
obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement. 

      
     5.3      Binding
Effect, Delegation of Duties Prohibited. This Agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto and their respective
successors, permitted assigns, heirs, and legal representatives, including any
entity with which the Company may merge or consolidate or to which all or
substantially all of their respective assets may be transferred. The rights and
obligations of the Consultant under this Agreement, being personal, may not be
assigned or delegated without the prior written consent of the Company. The
rights and obligations of the Company under this Agreement may not be assigned
without the prior written consent of the Consultant. 

        
   5.4      Notices. All
notices, consents, waivers, and other communications under this Agreement must
be in writing and shall be deemed to have been duly given when (a) delivered by
hand (with written confirmation of receipt), (b) sent by facsimile (with written
confirmation of receipt), provided that a copy is mailed by registered mail,
return receipt requested, or (c) when received by the addressee, if sent by a
nationally recognized overnight delivery service (receipt requested), in each
case to the appropriate addresses and facsimile numbers set forth below (or to
such other addresses and facsimile numbers as a party may designate by notice to
the other parties): 

	 	If to Consultant: 	Ann M. Dumyn 
	 	  	1325 Olde Base Line Road 
	 	  	Caledon ON L7C 0K5 
	 	  	Email: ann.dumyn@expsyn.com



4





	 	If to Company: 	American Paramount Gold Corp 
	 	  	130 King St. West, Suite 3670 
	 	  	Toronto ON M5X 1A9 
	 	  	Attn: President 


           
5.5      Jurisdiction. This Agreement is
governed by the laws of the Province of Ontario. 

      
     5.6     
Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement shall remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree shall remain in
full force and effect to the extent not held invalid or unenforceable. 

      
     5.7      Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original copy of this Agreement and all of which, when taken
together, shall be deemed to constitute one and the same agreement. 

      
     IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement effective as of the date above first written above.


Ann M. Dumyn 

___________________________ 

American Paramount Gold Corp 

___________________________
Per:
Hugh H. Aird, President 

5