Maverick Minerals Corporation - Exhibit 10.5 - Filed by newsfilecorp.com






MANAGEMENT CONSULTING AGREEMENT 

THIS AGREEMENT made as of the 23rd day of September,
2010. 

BETWEEN : 

MAVERICK MINERALS CORPORATION
(the "Corporation”) 

- AND - 

ROBERT KINLOCH 
(the "Consultant”) 

WHEREAS: 

	(A) 	
      The Corporation is a publicly traded corporation on the
      Financial Industry Regulatory Authority’s Over- the-Counter Bulletin
      Board; 

	  	
       

	(B) 	
      The Consultant has significant experience in the
      management of mineral resource companies; and 

	  	
       

	(c) 	
      The Corporation wishes to engage the services of the
      Consultant on the terms and conditions contained herein.




IN CONSIDERATION of the mutual promises as expressed in this
  agreement, the parties covenant and agree with each other as follows: 

	1. 	 Consulting Services

	 	 	 	 


	(a) 	 Effective September 23, 2010 (the “Effective
        Date”), the Consultant will provide the following services (the “Services”)
        to the Corporation:

	 	 	 
		(i) 	 Hold the titles and perform the duties of President,
        Chief Executive Officer and Chief Financial Officer of the Corporation.

	 	 	 
		(ii) 	 Prepare and execute any and all records and filings
        required to maintain the Corporation’s public listing.

	 	 	 
		(iii) 	 Attend to governance issues as they relate to the Nevada
        registration.

	 	 	 
		(iv) 	 Supervise the preparation of the financial statements
        of the Corporation in line with the duties of the Chief Financial Officer
        and certify to their authenticity where required by regulation.

	 	 	 
		(v) 	 Draft press releases, where applicable, for the Board
        of Directors of the Corporation (the “Board”) to review and
        authorize.

	 	 	 
		(vi) 	 Interface with shareholders and any person or group
        having a legitimate interest in the affairs of the Corporation.

	 	 	 
		(vii) 	 Provide the Board with any information required to administer
        the affairs of the Corporation, only as outlined above, in an economic
        and efficient manner.



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	 	(viii) 	
      Be available to advise and recommend, if requested, on
      any circumstance that may arise relating to asset or acquisition
      integration, tax matters, market factors and corporate
  finance.




	(b) 	
      The Consultant will:

	 	 	 
		(i) 	
      devote such time, attention and ability to the business
      and affairs of the Corporation as may be reasonably required to perform
      the Services; and

	 	 	 
		(ii) 	
      perform the Services to the level of competence and skill
      one would reasonably expect from other persons who have skills and
      experience similar to that of the Consultant.




	2. 	
      Remuneration and
Expenses




	(a) 	
      Fee for Consulting Services. The Corporation will
      pay the Consultant consulting fees of $10,000 (USD) per month with respect
      to the Consultant’s provision of the Services. The Consulting Fees, plus
      any applicable taxes, will be payable at the end of each month upon
      receipt of the Consultant’s invoice for same.

	 	 
	(b) 	
      Options. In consideration of entering into this
      Agreement and as of the Effective Date, the Corporation agrees and does
      hereby grant to the Consultant an option to acquire 700,000 shares of
      common stock from the Corporation in accordance with the terms of the
      Corporation’s 2009 Stock Option Plan at an exercise price of $1.05 per
      share, which option may be exercised at any time on written notice given
      by the Consultant to the Corporation on or before August 20th, 2015 (the
      “Consultant’s Stock Options”).

	 	 
		
      The Corporation shall take such further steps as may be
      necessary to formalize the options granted hereunder. In the event the
      Corporation reduces the total number of shares outstanding, for any
      reason, including, but not limited to a reverse stock split, merger,
      acquisition or recapitalization, the shares to be issued upon the exercise
      of the options shall not be reduced, nor shall the exercise price be
      increased in any manner.

	 	 
	(c) 	
      Bonus. The Corporation will pay the Consultant a
      one time bonus of $250,000 (USD) upon the spudding of the Corporation’s
      first commercial well drilled on the Corporation’s Farmout Acreage (as
      such term is defined in the Farmout Agreement) under the Corporation’s
      Farmout agreement with Southeastern Pipeline Company dated December 7,
      2009 (the “Farmout Agreement”).

	 	 
	(d) 	
      Expenses. The Corporation will reimburse the
      Consultant for all reasonable travelling and other out of pocket expenses
      actually and properly incurred by the Consultant on behalf of the
      Corporation in accordance with normal corporate policies from time to
      time.




	3. 	
      Term and
Termination




	(a) 	
      Term. This Agreement will commence on the
      Effective Date and will terminate on the 3rd anniversary of the Effective
      Date.

	 	 
	(b) 	
      Termination for Good Cause. Notwithstanding
      paragraph 3(a), this Agreement may be terminated at any time by the
      Corporation without notice in the event the Consultant breaches the terms
      of this Agreement.



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	(d) 	
      Consultant’s Duties on Termination. Upon
      termination of this Agreement for any reason, the Consultant shall, upon
      receipt of all sums due and owing, promptly deliver the following in
      accordance with the directions of the Corporation:

	 	 	 
		(i) 	
      a final accounting, reflecting the balance of expenses
      incurred on behalf of the Corporation as of the date of
  termination;

	 	 	 
		(ii) 	
      all documents pertaining to the Corporation or this
      Agreement, including but not limited to all books of account,
      correspondence and contracts; and

	 	 	 
		(iii) 	
      all equipment and any other property belonging to the
      Corporation.




	4. 	
      Confidentiality and Ownership of
      Property




	(a) 	
      Confidential and Proprietary Information. The
      Consultant acknowledges that, by reason of this Agreement, the Consultant
      will have access to Confidential and Proprietary Information, as
      hereinafter defined, of the Corporation, that the Corporation has spent
      time, effort and money to develop and acquire.

	 	 	 
		
      The term “Confidential and Proprietary Information” as
      used in this Agreement means all information whether prepared, conceived
      or developed by an employee or agent of the Corporation or received by the
      Corporation from an outside source, which is maintained in confidence by
      the Corporation. Without limiting the generality of the foregoing,
      Confidential and Proprietary Information includes information of the
      Corporation pertaining to:

	 	 	 
		(i) 	
      business strategies and processes, marketing and selling
      plans;

	 	 	 
		(ii) 	
      business opportunities, plans (whether pursued or not)
      and budgets;

	 	 	 
		(iii) 	
      information regarding the skills and compensation of the
      Corporation’s employees;

	 	 	 
		(iv) 	
      the identities of clients and potential clients,
      customers and potential customers;

	 	 	 
		(v) 	
      any information relating to the relationship of the
      Corporation with any personnel, suppliers, principals, investors, contacts
      or prospects of the Corporation and any information relating to the
      requirements, specifications, proposals, orders, contracts or transactions
      of or with any such persons; and

	 	 	 
		(vi) 	
      financial information, including the Corporation’s costs,
      financing or debt arrangements, income, profits, salaries or
  wages.

	 	 	 
	(b) 	
      Protection of Confidential Information. The
      Consultant acknowledges that the Confidential and Proprietary Information
      is a valuable and unique asset of the Corporation and that the
      Confidential and Proprietary Information is and will remain the exclusive
      property of the Corporation. The Consultant agrees to maintain securely
      and hold in strict confidence all Confidential and Proprietary Information
      received, acquired or developed by the Consultant or disclosed to the
      Consultant as a result of or in connection with the Services. The
      Consultant agrees that, both during and after the termination of this
      Agreement, the Consultant will not, directly or indirectly, divulge,
      communicate, use, copy or disclose or permit others to use, copy or
      disclose, any Confidential and Proprietary Information to any person,
      except as such disclosure or use is required to perform its duties
      hereunder or as may be consented to by prior written authorization of the
      Board.



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	(c) 	
      Exceptions to Obligations of Confidentiality. The
      obligation of confidentiality imposed by this Agreement shall not apply to
      information that appears in issued patents or printed publications, that
      otherwise becomes generally known in the industry through no act of the
      Consultant in breach of this Agreement, or that is required to be
      disclosed by court order or applicable law.

	 	 
	(d) 	
      Third Party Confidential Information. The
      Consultant understands that the Corporation has from time to time in its
      possession information belonging to third parties or which is claimed by
      third parties to be confidential or proprietary and which the Corporation
      has agreed to keep confidential. The Consultant agrees that all such
      information shall be Confidential and Proprietary Information for the
      purposes of this Agreement.

	 	 
	(e) 	
      Consultant’s Warranty. The Consultant represents
      and warrants that the Consultant has not used and will not use, while
      performing the Services, any materials or documents of another corporation
      which the Consultant is under a duty not to disclose. The Consultant
      understands that, while performing the Services, the Consultant shall not
      breach any obligation or confidence or duty the Consultant may have to a
      former client or employer. The Consultant represents and warrants that he
      will not, to the best of his knowledge and belief, use or cause to be
      incorporated in any of the Consultant’s work product, any data software,
      information, designs, techniques or know-how which the Consultant or the
      Corporation does not have the right to use.




	5. 	
      Injunctive Relief.

	 	 
		
      The Consultant acknowledges that the restrictions
      contained in Section 4 are, in view of the nature of the business of the
      Corporation, reasonable and necessary to protect the legitimate interests
      of the Corporation, that the Corporation would not have entered into this
      Agreement in the absence of such restrictions and that any violation of
      any provision of those Sections could result in irreparable injury to the
      Corporation. The Consultant agrees that, in the event he violates any of
      the restrictions referred to in either of Sections 4 or 5, the Corporation
      shall be entitled to such injunctive relief or other remedies at law or in
      equity which the Court deems fit.

	 	 
	6. 	
      Independent Consultant
  Relationship




	(a) 	
      It is expressly agreed that the Consultant is acting as
      an independent contractor in performing the Services under this
      Agreement.

	 	 
	(b) 	
      The Consultant need only devote such portion of the
      Consultant’s time as is agreed to pursuant to this Agreement. The
      Consultant is not precluded from acting in any other capacity for any
      other person, firm or corporation provided that it does not conflict with
      the Consultant’s duties to the Corporation as set out in this
      Agreement.

	 	 
	(c) 	
      The Corporation will not pay, on behalf or in respect of
      the Consultant, any contribution to federal, state or provincial pension
      plan, employment insurance, or federal, state and provincial withholding
      taxes, nor provide any other contributions or benefits, which might be
      expected in an employer- employee relationship.

	 	 
	(d) 	
      The Consultant is solely responsible for the Consultant’s
      registration and payment of assessments for workers compensation coverage.
      If requested by the Corporation, the Consultant will provide proof
  of coverage.



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	(e) 	
      The Consultant represents and warrants that the
      Consultant has the right to provide the Services required under this
      Agreement without violation of obligations to others and that all advice,
      information, and documents given by the Consultant to the Corporation
      under this Agreement may be used fully and freely by the Corporation,
      unless otherwise so designated orally or in writing by the Consultant at
      the time of communication of such information (e.g. information shared
      with the Consultant in a confidential manner or on a non-attribution
      basis).





	7. 	
      Indemnification




	(a) 	
      The Consultant agrees to indemnify the Corporation from
      all losses, claims, actions, damages, charges, taxes, penalties,
      assessments or demands (including reasonable legal fees and expenses)
      which may be made by the Internal Revenue Service, the Canada Revenue
      Agency, or other authorities, plans or organizations requiring the
      Corporation to collect and/or pay an amount under the applicable statutes
      and regulations in relation to any Services provided to the Corporation
      pursuant to this Agreement, including but not limited to employment
      insurance, pension plans or workers compensation coverage. This paragraph
      will survive termination of this Agreement.

	 	 
	(b) 	
      The Consultant agrees to indemnify the Corporation from
      all losses, claims, actions, damages, assessments or demands (including
      reasonable legal fees and expenses) which result from negligent acts or
      omissions of the Consultant in providing the
Services.




	8. 	
      Assignment

	 	 
		
      Neither the Corporation nor the Consultant shall be
      permitted to assign or transfer this Agreement to any other person without
      the other’s prior written consent, provided that the Consultant may
      assign, without the Corporation’s consent, this Agreement to a corporation
      incorporated and solely owned by the Consultant and provided the
      Consultant shall provide the services hereunder on behalf of that
      corporation.

	 	 
	9. 	
      Notice

	 	 
		
      Any notice given or required to be given under this
      Agreement will be in writing and signed by or on behalf of the party
      giving it. Such notice may be served personally and in either case may be
      sent by priority post to the addresses of the parties noted on page one of
      this Agreement. Any notice served personally will be deemed served
      immediately, and if mailed by priority post will be deemed served 72 hours
      after the time of posting.

	 	 
	10. 	
      Benefit

	 	 
		
      This agreement shall be for the benefit of and shall bind
      the parties and their respective heirs, executors, administrators,
      successors and permitted assigns.

	 	 
	11. 	
      Entire Agreement

	 	 
		
      This agreement contains the entire agreement between the
      parties and supersedes all previous negotiations, understandings and
      agreements, verbal or written with respect to any matters referred to in
      this agreement.



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	12. 	
      Headings

	 	 
		
      Descriptive headings are inserted solely for convenience
      of reference. They do not form a part of this agreement and are not to be
      used in interpreting this agreement.

	 	 
	13. 	
      Jurisdiction

	 	 
		
      It is the intention of the parties that this agreement
      and the performance under it be construed in accordance with and under and
      pursuant to the laws of the State of Nevada.

	 	 
	14. 	
      Further Assurances

	 	 
		
      Each of the parties hereto shall execute such further
      documents and do such further things as the other party may reasonably
      request to give full effect to this Agreement.



INTENDING TO BE LEGALLY BOUND, the parties have signed this
Agreement as of the day and year first written above. 

MAVERICK MINERALS CORPORATION 

Per:      
  /s/ Donald Kinloch

             
DONALD KINLOCH 

 

/s/ Robert Kinloch

ROBERT KINLOCH 

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