Common use of Contract for Services Clause in Contracts

Contract for Services. 1.01 Subject to the terms and provisions of this Agreement, the Corporation hereby agrees to contract for and engage the services of the Contractor, and the Contractor agrees to provide services of Xxxxxx in accordance with and subject to the provisions of this Agreement it being clearly provided that the services of Xxxxxx are in all respects dedicated and the Contractor will procure that Xxxxxx will not engage in activity that conflicts or diminishes his ability to perform his obligations to the Corporation. 1.02 Xxxxxx'x services hereunder shall be provided on the following terms and conditions: (a) Xxxxxx shall diligently serve the Corporation and cooperate with the Corporation and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Corporation, acting reasonably; (b) Xxxxxx’x duties and responsibilities are enumerated in Appendix “B”. 1.03 The Parties agree that the Contractor enters into this Agreement as an independent Contractor, and under no circumstances shall the Contractor or Xxxxxx look to the Corporation as an employer, partner, agent or principal. Contractor and Xxxxxx acknowledge that Xxxxxx is not entitled to any benefits accorded to the Corporation’s employees, including, without limitation, worker’s compensation, disability insurance, vacation or sick pay. The Contractor and Xxxxxx, jointly and severally hereby agree to indemnify and save the Corporation harmless from any and all circumstances where Xxxxxx is deemed to be an employee, including where the Corporation becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for example. The Corporation hereby agrees to indemnify and save the Contractor and Xxxxxx harmless from any and all circumstances where the Corporation is deemed to be an employer, including where the Contractor becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for example. 1.04 Contractor shall pay, when and as due, any and all taxes, duties and other similar charges assessed or incurred as a result of Xxxxxx’x income for services rendered by Xxxxxx. Contractor will be responsible for all liabilities in respect of all taxes relating to compensation under this Agreement, and will indemnify the Corporation against all claims, costs, penalties, or demands made by any governmental authority with respect to any income, sales or other taxes in relation to the compensation payable under the this Agreement (“Statutory Deductions”). Xxxxxx acknowledges that he is at all times personally responsible to pay amounts due in respect of Statutory Deductions, and that such amounts are subject to the indemnity provided in Section 1.03 herein.

Contract for Services. 1.01 1.1 Subject to the earlier termination of this Agreement as hereinafter provided, the CORPORATION hereby agrees employ the EMPLOYEE as Chief Financial Officer in accordance with the terms and provisions of this Agreement, the Corporation hereby agrees to contract hereof. 1.2 The EMPLOYEE shall be responsible for and engage shall have such authority as is consistent with the services position of Chief Financial Officer (CFO) of the Contractor, and the Contractor agrees to provide services of Xxxxxx in accordance with and CORPORATION all subject to the provisions power, direction and control of this Agreement it being clearly provided that the services Chief Executive Officer and President and Board of Xxxxxx are in all respects dedicated and Directors of the Contractor will procure that Xxxxxx will not engage in activity that conflicts or diminishes his ability to perform his obligations to the CorporationCORPORATION. 1.02 Xxxxxx'x 1.3 Notwithstanding Section 1.2 hereof, the EMPLOYEE’S services hereunder shall be provided on the basis of the following terms and conditions: (a) Xxxxxx The EMPLOYEE’S title shall be Chief Financial Officer of the CORPORATION; (b) the EMPLOYEE shall faithfully, honestly and diligently serve the Corporation CORPORATION and cooperate with the Corporation CORPORATION and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the CorporationCORPORATION, acting reasonably, and to provide any other services not specifically mentioned herein, but which by reason of his capability he knows or ought to know to be necessary to ensure that the best interests of the CORPORATION are maintained; (bc) Xxxxxx’x duties the EMPLOYEE shall assume, obey, implement and responsibilities are enumerated execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given by the Chief Executive Officer (CEO) and Board of Directors of the CORPORATION from time to time and report results of same as may from time to time be determined by the Board of Directors of the CORPORATION, (d) the EMPLOYEE will, when it is deemed by the CORPORATION to be beneficial, join in Appendix “B”or participate with organizations, clubs, associations or groups that may provide good business contacts and learning facilities for the benefit of the CORPORATION; and (e) the EMPLOYEE shall have the authority to make the usual contracts necessary to carry on the business of the CORPORATION in the ordinary course, upon approval by the Chief Executive Officer (CEO). 1.03 1.4 The Parties agree EMPLOYEE agrees to devote the whole of his time, attention and best efforts to further the business and interests of the CORPORATION during the period of this Agreement to the exclusion of all other employment. 1.5 It is acknowledged and agreed between the parties hereto that the Contractor enters into this Agreement as an independent Contractorservices to be provided by the EMPLOYEE hereunder are of such nature that regular business may be impossible and that the EMPLOYEE may be required to perform services in excess of eight (8) hours per day or five (5) days per week. It is also anticipated that there will be certain evenings, weekends and under holidays during which the EMPLOYEE may be required to provide services. The EMPLOYEE therefore agrees that the consideration herein set forth shall be in full and complete consideration herein set forth shall be in full and complete satisfaction for his work and services to be provided hereunder, no circumstances shall matter when and how performed and the Contractor EMPLOYEE releases the CORPORATION from any additional pay or Xxxxxx look to the Corporation as an employer, partner, agent or principal. Contractor and Xxxxxx acknowledge that Xxxxxx is not entitled to any benefits accorded to the Corporation’s employees, including, without limitation, worker’s compensation, disability insurance, vacation whatsoever which he might have by reason of any existing or sick pay. future legislation or otherwise. 1.6 The Contractor and Xxxxxx, jointly and severally hereby agree to indemnify and save the Corporation harmless from any and all circumstances where Xxxxxx is deemed services to be an employee, including where carried out and performed by the Corporation becomes liable for EMPLOYEE shall be carried out and performed in the amounts City of statutory deductionsCalgary in the Province of Alberta, or all such other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for exampleplaces as may be mutually agreed between the EMPLOYEE and the CORPORATION. The Corporation hereby agrees to indemnify and save the Contractor and Xxxxxx harmless from any and all circumstances where the Corporation It is deemed to understood that a reasonable amount of business travel outside of Calgary may be an employer, including where the Contractor becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for examplerequired. 1.04 Contractor shall pay, when and as due, any and all taxes, duties and other similar charges assessed or incurred as a result of Xxxxxx’x income for services rendered by Xxxxxx. Contractor will be responsible for all liabilities in respect of all taxes relating to compensation under this Agreement, and will indemnify the Corporation against all claims, costs, penalties, or demands made by any governmental authority with respect to any income, sales or other taxes in relation to the compensation payable under the this Agreement (“Statutory Deductions”). Xxxxxx acknowledges that he is at all times personally responsible to pay amounts due in respect of Statutory Deductions, and that such amounts are subject to the indemnity provided in Section 1.03 herein.

Contract for Services. 1.01 Subject to the terms and provisions earlier termination of this AgreementAgreement as hereinafter provided, the Corporation hereby agrees to contract for and engage the services of the Contractor, and the Contractor agrees Employee on a full-time basis to provide services of Xxxxxx to the Corporation and its affiliates in accordance with the terms and provisions hereof. 1.02 Except as hereinafter provided, the Employee shall be responsible for and shall have such authority as is ordinarily consistent with the position of Senior Vice President, Global Sales and Marketing, with full power and authority to supervise and manage the business and affairs of the Corporation and such other matters as the President & Chief Executive Officer may authorize from time to time except such matters and duties as by law must be transacted or performed by the board of directors and/or the shareholders of the Corporation. All such authority of the Employee shall be subject to the provisions power, direction and control of this Agreement it being clearly provided that the services board of Xxxxxx are in all respects dedicated and the Contractor will procure that Xxxxxx will not engage in activity that conflicts or diminishes his ability to perform his obligations to directors of the Corporation. 1.03 Without limiting the generality of section 1.02 Xxxxxx'x hereof, the Employee’s services hereunder shall be provided on the basis of the following terms and conditions: (a) Xxxxxx the Employee’s title shall be Senior Vice President, Global Sales and Marketing reporting to the President & Chief Executive Officer. (b) the Employee shall faithfully, honestly and diligently serve the Corporation and cooperate with the Corporation and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Corporation, acting reasonably, and shall provide any other services not specifically mentioned herein, but which by reason of his capability he knows or ought to know to be necessary to ensure that the best interests of the Corporation are maintained; (bc) Xxxxxx’x the Employee shall assume, obey, implement and execute such duties, directions responsibilities, procedures, policies and lawful orders as may be determined or given by the Chief Executive Officer of the Corporation; (d) the Employee shall perform such duties and responsibilities are enumerated may exercise such powers as may from time to time be assigned to or vested in Appendix “B”him by the by-laws of the Corporation; and (e) the Employee will, when it is deemed by the Corporation to be beneficial, join in or participate with organizations, clubs, associations or groups that may provide good business contacts and learning facilities for the benefit of the Corporation provided, however, that the Corporation shall reimburse the Employee for all reasonable expenses incurred in connection therewith. 1.03 The Parties agree 1.04 Subject to the terms of the Confidentiality and Non-Competition Agreement appended hereto as Schedule A the Employee agrees to devote his full time and attention and use his best efforts to further the business and interests of the Corporation and Affiliates during the period of this Agreement to the exclusion of all other employment, business opportunities, consulting, investment or contracting. 1.05 It is acknowledged and agreed between the parties hereto that the Contractor enters into this Agreement as an independent Contractorservices to be provided by the Employee hereunder are of such a nature that regular business hours may be impossible and that the Employee be required to perform services in excess of eight hours per day or five days per week. It is also anticipated that there will be certain evenings, Sundays and under holidays during which the Employee may be required to provide services and that the services to be provided by the Employee are, inter alia, of a supervisory nature. The Employee therefore agrees that the consideration herein set forth shall be in full and complete satisfaction for his work and services to be provided hereunder, no circumstances shall matter when and how performed and the Contractor or Xxxxxx look to Employee releases the Corporation from any additional pay or compensation, whatsoever which he might have by reason of any existing or future legislation or otherwise. 1.06 The services to be carried out and performed by the Employee shall be carried out and performed in the city of Plano, in the State of Texas or such other places as an employer, partner, agent or principal. Contractor may be mutually agreed between the Employee and Xxxxxx acknowledge that Xxxxxx is not entitled to any benefits accorded to the Corporation’s employees, including, without limitation, worker’s compensation, disability insurance, vacation or sick pay. The Contractor and Xxxxxx, jointly and severally hereby agree to indemnify and save In view of the Corporation harmless from any and all circumstances where Xxxxxx is deemed to be an employee, including where the Corporation becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for example. The Corporation hereby agrees to indemnify and save the Contractor and Xxxxxx harmless from any and all circumstances where fact that the Corporation is deemed the U.S. affiliate of the parent, Zi Corporation, an Alberta company, Employee shall attend in the corporate head office, currently located in Calgary, Alberta, from time to be an employer, including where the Contractor becomes liable time as required for the amounts purposes of statutory deductions, or attending internal meetings. Employee shall be required to comply with all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for exampleapplicable immigration requirements and Corporation shall provide reasonable assistance as necessary. 1.04 Contractor shall pay, when and as due, any and all taxes, duties and other similar charges assessed or incurred as a result of Xxxxxx’x income for services rendered by Xxxxxx. Contractor will be responsible for all liabilities in respect of all taxes relating to compensation under this Agreement, and will indemnify the 1.07 The Corporation against all claims, costs, penalties, or demands made by any governmental authority with respect to any income, sales or other taxes in relation to the compensation payable under the this Agreement (“Statutory Deductions”). Xxxxxx acknowledges that he it has reviewed the qualifications and experience of the Employee herein and formed the opinion that the Employee is at all times personally responsible to pay amounts due in respect capable of Statutory Deductions, and that such amounts are subject to carrying out the indemnity provided in Section 1.03 duties as set forth herein.

Contract for Services. 1.01 1.1 Subject to the earlier termination of this Agreement as hereinafter provided, the CORPORATION hereby agrees employ the EMPLOYEE as President and Chief Executive Officer in accordance with the terms and provisions of this Agreement, the Corporation hereby agrees to contract hereof. 1.2 The EMPLOYEE shall be responsible for and engage shall have such authority as is consistent with the services position of President and Chief Executive Officer of the Contractor, and the Contractor agrees to provide services of Xxxxxx in accordance with and CORPORATION all subject to the provisions power, direction and control of this Agreement it being clearly provided that the services Board of Xxxxxx are in all respects dedicated and Directors of the Contractor will procure that Xxxxxx will not engage in activity that conflicts or diminishes his ability to perform his obligations to the CorporationCORPORATION. 1.02 Xxxxxx'x 1.3 Notwithstanding Section 1.2 hereof, the EMPLOYEE'S services hereunder shall be provided on the basis of the following terms and conditions: (a) Xxxxxx The EMPLOYEE'S title shall be President and Chief Executive Officer of the CORPORATION; (b) the EMPLOYEE shall faithfully, honestly and diligently serve the Corporation CORPORATION and cooperate with the Corporation CORPORATION and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the CorporationCORPORATION, acting reasonably, and to provide any other services not specifically mentioned herein, but which by reason of his capability he knows or ought to know to be necessary to ensure that the best interests of the CORPORATION are maintained; (bc) Xxxxxx’x duties the EMPLOYEE shall assume, obey, implement and responsibilities are enumerated execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given by the Board of Directors of the CORPORATION from time to time and report results of same as may from time to time be determined by the Board of Directors of the CORPORATION, (d) the EMPLOYEE will, when it is deemed by the CORPORATION to be beneficial, join in Appendix “B”or participate with organizations, clubs, associations or groups that may provide good business contacts and learning facilities for the benefit of the CORPORATION; and (e) the EMPLOYEE shall have the authority to make the usual contracts necessary to carry on the business of the CORPORATION in the ordinary course. 1.03 1.4 The Parties agree EMPLOYEE agrees to devote the whole of his time, attention and best efforts to further the business and interests of the CORPORATION during the period of this Agreement to the exclusion of all other employment. Except in the case where the EMPLOYEE is permitted to be a director and specifically a director of My Path Metabolix Inc. 1.5 It is acknowledged and agreed between the parties hereto that the Contractor enters into this Agreement as an independent Contractorservices to be provided by the EMPLOYEE hereunder are of such nature that regular business may be impossible and that the EMPLOYEE may be required to perform services in excess of eight (8) hours per day or five (5) days per week. It is also anticipated that there will be certain evenings, weekends and under holidays during which the EMPLOYEE may be required to provide services. The EMPLOYEE therefore agrees that the consideration herein set forth shall be in full and complete consideration herein set forth shall be in full and complete satisfaction for his work and services to be provided hereunder, no circumstances shall matter when and how performed and the Contractor EMPLOYEE releases the CORPORATION from any additional pay or Xxxxxx look to the Corporation as an employer, partner, agent or principal. Contractor and Xxxxxx acknowledge that Xxxxxx is not entitled to any benefits accorded to the Corporation’s employees, including, without limitation, worker’s compensation, disability insurance, vacation whatsoever which he might have by reason of any existing or sick pay. future legislation or otherwise. 1.6 The Contractor and Xxxxxx, jointly and severally hereby agree to indemnify and save the Corporation harmless from any and all circumstances where Xxxxxx is deemed services to be an employee, including where carried out and performed by the Corporation becomes liable for EMPLOYEE shall be carried out and performed in the amounts City of statutory deductionsCalgary in the Province of Alberta, or all such other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for exampleplaces as may be mutually agreed between the EMPLOYEE and the CORPORATION. The Corporation hereby agrees to indemnify and save the Contractor and Xxxxxx harmless from any and all circumstances where the Corporation It is deemed to understood that a reasonable amount of business travel outside of Calgary may be an employer, including where the Contractor becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for examplerequired. 1.04 Contractor shall pay, when and as due, any and all taxes, duties and other similar charges assessed or incurred as a result of Xxxxxx’x income for services rendered by Xxxxxx. Contractor will be responsible for all liabilities in respect of all taxes relating to compensation under this Agreement, and will indemnify the Corporation against all claims, costs, penalties, or demands made by any governmental authority with respect to any income, sales or other taxes in relation to the compensation payable under the this Agreement (“Statutory Deductions”). Xxxxxx acknowledges that he is at all times personally responsible to pay amounts due in respect of Statutory Deductions, and that such amounts are subject to the indemnity provided in Section 1.03 herein.

Contract for Services. 1.01 Subject to the terms and provisions earlier termination of this AgreementAgreement as hereinafter provided and subject to the condition precedent set forth in paragraph 2.02 hereof, the Corporation hereby agrees to contract for and engage the services of the Contractor, and the Contractor agrees Employee on a full-time basis to provide services of Xxxxxx to the Corporation and its affiliates in accordance with the terms and provisions hereof. 1.02 Except as hereinafter provided, the Employee shall be responsible for and shall have such authority as is ordinarily consistent with the position of President and Chief Operating Officer of the Corporation, with full power and authority to supervise and manage the business and affairs of the Corporation and such other matters as the directors may authorize from time to time except such matters and duties as by law must be transacted or performed by the board of directors and/or the shareholders of the Corporation. All such authority of the Employee shall be subject to the provisions power, direction and control of this Agreement it being clearly provided that the services board of Xxxxxx are in all respects dedicated and the Contractor will procure that Xxxxxx will not engage in activity that conflicts or diminishes his ability to perform his obligations to directors of the Corporation. 1.03 Without limiting the generality of section 1.02 Xxxxxx'x hereof, the Employee's services hereunder shall be provided on the basis of the following terms and conditions: (a) Xxxxxx the Employee's title for the first three months shall be President and Chief Operating Officer of the Corporation reporting to the Chief Executive Officer of the Corporation or such other person as may from time to time be designated by the Chief Executive Officer of the Corporation; Pursuant to the completion of a three month probationary period, the Employee's title shall be President and Chief Executive Officer, reporting to the Chairman of the board and board of directors of the Corporation; (b) the Employee shall faithfully, honestly and diligently serve the Corporation and cooperate with the Corporation and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Corporation, acting reasonably, and shall provide any other services not specifically mentioned herein, but which by reason of his capability he knows or ought to know to be necessary to ensure that the best interests of the Corporation are maintained; (bc) Xxxxxx’x the Employee shall assume, obey, implement and execute such duties, directions responsibilities, procedures, policies and lawful orders as may be determined or given by the board of directors or the Chairman of the Corporation from time to time or such other person as may from time to time be designated by the Chief Executive Officer of the Corporation; (d) the Employee shall perform such duties and responsibilities are enumerated may exercise such powers as may from time to time be assigned to or vested in Appendix “B”.him by the by-laws of the Corporation; and 1.03 The Parties agree (e) the Employee will, when it is deemed by the Corporation to be beneficial, join in or participate with organizations, clubs, associations or groups that may provide good business contacts and learning facilities for the benefit of the Corporation provided, however, that the Contractor enters into this Agreement as an independent Contractor, and under no circumstances Corporation shall reimburse the Contractor or Xxxxxx look to the Corporation as an employer, partner, agent or principal. Contractor and Xxxxxx acknowledge that Xxxxxx is not entitled to any benefits accorded to the Corporation’s employees, including, without limitation, worker’s compensation, disability insurance, vacation or sick pay. The Contractor and Xxxxxx, jointly and severally hereby agree to indemnify and save the Corporation harmless from any and Employee for all circumstances where Xxxxxx is deemed to be an employee, including where the Corporation becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for example. The Corporation hereby agrees to indemnify and save the Contractor and Xxxxxx harmless from any and all circumstances where the Corporation is deemed to be an employer, including where the Contractor becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for examplereasonable expenses incurred in connection therewith. 1.04 Contractor Subject to the terms of the Confidentiality and Non-Competition Agreement appended hereto as Schedule A the Employee agrees to devote his full time and attention and use his best efforts to further the business and interests of the Corporation and Affiliates during the period of this Agreement to the exclusion of all other employment, business opportunities, consulting, investment or contracting. 1.05 It is acknowledged and agreed between the parties hereto that the services to be provided by the Employee hereunder are of such a nature that regular business hours may be impossible and that the Employee be required to perform services in excess of eight hours per day or five days per week. It is also anticipated that there will be certain evenings, Sundays and holidays during which the Employee may be required to provide services and that the services to be provided by the Employee are, inter alia, of a supervisory nature. The Employee therefore agrees that the consideration herein set forth shall paybe in full and complete satisfaction for his work and services to be provided hereunder, no matter when and as due, any how performed and all taxes, duties and other similar charges assessed or incurred as a result of Xxxxxx’x income for services rendered by Xxxxxx. Contractor will be responsible for all liabilities in respect of all taxes relating to compensation under this Agreement, and will indemnify the Employee releases the Corporation against all claimsfrom any additional pay or compensation, costswhatsoever which he might have by reason of any existing or future legislation or otherwise. 1.06 The services to be carried out and performed by the Employee shall be initially carried out and performed in the town of Xxxxxx, penaltiesin the State of Colorado or such other places as may be mutually agreed between the Employee and the Corporation, or demands made by any governmental authority with respect to any income, sales or other taxes provided that the Employee is in relation to the compensation payable under the this Agreement (“Statutory Deductions”). Xxxxxx Calgary office a minimum of twice per month. 1.07 The Corporation acknowledges that he it has reviewed the qualifications and experience of the Employee herein and formed the opinion that the Employee is at all times personally responsible to pay amounts due in respect capable of Statutory Deductions, and that such amounts are subject to carrying out the indemnity provided in Section 1.03 duties as set forth herein.

Contract for Services. 1.01 Subject to the terms and provisions earlier termination of this AgreementAgreement as hereinafter provided and subject to the condition precedent set forth in paragraph 2.02 hereof, the Corporation hereby agrees to contract for and engage the services of the Contractor, and the Contractor agrees Employee on a full-time basis to provide services of Xxxxxx to the Corporation and its affiliates in accordance with the terms and provisions hereof. 1.02 The Employee shall be responsible for and shall have such authority as is ordinarily consistent with the position of Chief Financial Officer of the Corporation, with full power and authority to supervise and manage the business and affairs of the Corporation and such other matters as the directors may authorize from time to time except such matters and duties as by law must be transacted or performed by the board of directors and/or the shareholders of the Corporation. All such authority of the Employee shall be subject to the provisions power, direction and control of this Agreement it being clearly provided that the services board of Xxxxxx are in all respects dedicated and the Contractor will procure that Xxxxxx will not engage in activity that conflicts or diminishes his ability to perform his obligations to directors of the Corporation. 1.03 Without limiting the generality of section 1.02 Xxxxxx'x hereof, the Employee’s services hereunder shall be provided on the basis of the following terms and conditions: (a) Xxxxxx the Employee’s title shall be Chief Financial Officer of the Corporation reporting to the Chairman and Chief Executive Officer of the Corporation; (b) the Employee shall faithfully, honestly and diligently serve the Corporation and cooperate with the Corporation and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Corporation, acting reasonably, and shall provide any other services not specifically mentioned herein, but which by reason of his capability he knows or ought to know to be necessary to ensure that the best interests of the Corporation are maintained; (bc) Xxxxxx’x the Employee shall assume, implement and execute such duties, directions responsibilities, procedures, policies and lawful orders as may be determined or given by the board of directors and/or the Chief Executive Officer of the Corporation; (d) the Employee shall perform such duties and responsibilities are enumerated may exercise such powers as may from time to time be assigned to or vested in Appendix “B”.him by the by-laws of the Corporation; and 1.03 The Parties agree (e) the Employee will, when it is deemed by the Corporation to be beneficial, join in or participate with organizations, clubs, associations or groups that may provide good business contacts and learning facilities for the benefit of the Corporation provided, however, that the Contractor enters into this Agreement as an independent Contractor, and under no circumstances Corporation shall reimburse the Contractor or Xxxxxx look to the Corporation as an employer, partner, agent or principal. Contractor and Xxxxxx acknowledge that Xxxxxx is not entitled to any benefits accorded to the Corporation’s employees, including, without limitation, worker’s compensation, disability insurance, vacation or sick pay. The Contractor and Xxxxxx, jointly and severally hereby agree to indemnify and save the Corporation harmless from any and Employee for all circumstances where Xxxxxx is deemed to be an employee, including where the Corporation becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for example. The Corporation hereby agrees to indemnify and save the Contractor and Xxxxxx harmless from any and all circumstances where the Corporation is deemed to be an employer, including where the Contractor becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for examplereasonable expenses incurred in connection therewith. 1.04 Contractor Subject to the terms of the Confidentiality and Non-Competition Agreement appended hereto as Appendix A, the Employee agrees to devote his full time and attention and use his best efforts to further the business and interests of the Corporation during the period of this Agreement to the exclusion of all other employment, business opportunities, consulting, or contracting. 1.05 It is acknowledged and agreed between the parties hereto that the services to be provided by the Employee hereunder are of such a nature that regular business hours may be impossible and that the Employee may be required to perform services in excess of eight hours per day or five days per week. It is also anticipated that there will be certain evenings, Sundays and holidays during which the Employee may be required to provide services and that the services to be provided by the Employee are, inter alia, of a supervisory nature. The Employee therefore agrees that the consideration herein set forth shall paybe in full and complete satisfaction for his work and services to be provided hereunder, no matter when and as due, any how performed and all taxes, duties and other similar charges assessed or incurred as a result of Xxxxxx’x income for services rendered by Xxxxxx. Contractor will be responsible for all liabilities in respect of all taxes relating to compensation under this Agreement, and will indemnify the Employee releases the Corporation against all claimsfrom any additional pay or compensation, costs, penaltieswhatsoever which he might have by reason of any existing or future legislation or otherwise. 1.06 The services to be carried out and performed by the Employee shall be initially carried out and performed in the City of Calgary, or demands made by any governmental authority with respect to any income, sales or such other taxes in relation to places as may be mutually agreed between the compensation payable under Employee and the this Agreement (“Statutory Deductions”). Xxxxxx Corporation. 1.07 The Corporation acknowledges that he it has reviewed the qualifications and experience of the Employee herein and formed the opinion that the Employee is at all times personally responsible to pay amounts due in respect capable of Statutory Deductions, and that such amounts are subject to carrying out the indemnity provided in Section 1.03 duties as set forth herein.

Contract for Services. 1.01 Subject to the terms and provisions earlier termination of this AgreementAgreement as hereinafter provided, the Corporation hereby agrees to contract for and engage the services of the Contractor, Employee as the President and Chief Executive Officer of the Contractor agrees to provide services Corporation (hereafter the "Employment Services") details of Xxxxxx which are described herein all in accordance with the terms and provisions hereof. 1.02 The Employee shall be responsible for and shall have such authority as is consistent with the position of President and Chief Executive Officer of the Corporation with the full power and authority to control, supervise, manage and direct the day to day business and affairs of the Corporation except such matters and duties as by law must be transacted or performed by the board of directors and/or the shareholders of the Corporation, all subject to the provisions power, direction and control of this Agreement it being clearly provided that the board of directors of the Corporation (the "Board"). 1.03 Notwithstanding Clause 1.02 hereof, the Employment Services shall include the services of Xxxxxx are in all respects dedicated set forth below, and the Contractor will procure that Xxxxxx will not engage in activity that conflicts or diminishes his ability to perform his obligations to the Corporation. 1.02 Xxxxxx'x which services hereunder shall be provided on the basis of the following terms and conditions: (a) Xxxxxx the Employee shall control, supervise, manage and direct all of the business affairs of the Corporation; (b) in addition to the duties set forth above, the Employee shall assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given by the Board of the Corporation from time to time and report results of same as may from time to time be determined by the Board of the Corporation; (c) the Employee shall perform such duties and may exercise such powers as may from time to time be assigned to or vested in him by the by-laws of the Corporation; (d) the Employee shall faithfully, honestly and diligently serve the Corporation and cooperate with the Corporation and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Corporation, acting reasonably, and to provide any other services not specifically mentioned herein, but which by reason of his capability he knows or ought to know to be necessary to ensure that the best interests of the Corporation are maintained; (be) Xxxxxx’x duties the Employee's title with the Corporation shall be President and responsibilities are enumerated Chief Executive Officer; (f) the Employee will, subject to the prior approval of the Board, join in Appendix “B”or participate with organizations, clubs, associations or groups that may provide good business contacts and learning facilities for the benefit of the Corporation. 1.03 1.04 The Parties agree that Employee agrees to devote all or substantially all of his time, attention and best efforts necessary to further the Contractor enters into business and interests of the Corporation during the period of this Agreement as an independent Contractor, and under no circumstances shall the Contractor or Xxxxxx look to the Corporation as an employer, partner, agent or principal. Contractor and Xxxxxx acknowledge that Xxxxxx is not entitled to any benefits accorded to the Corporation’s employees, including, without limitation, worker’s compensation, disability insurance, vacation or sick pay. The Contractor and Xxxxxx, jointly and severally hereby agree to indemnify and save the Corporation harmless from exclusion of any and all circumstances where Xxxxxx is deemed other employment except as may specifically be approved by the directors of the Corporation. Nothing herein shall prohibit the Employee from being a shareholder in any corporation whose common shares are traded publicly on a stock exchange. 1.05 The Employee acknowledges and agrees that the Employment Services are of such a nature that regular business hours may be impossible. The Employee understands that he may be required to provide the employment services in excess of eight (8) hours per day or five days (5) per week and on evenings, weekends and holidays. The Employee agrees that the consideration to be an employeepaid or which is granted to the Employee as set forth herein shall be in full and complete satisfaction for his work and Employment Services to be provided hereunder, including where no matter when and how performed and the Employee releases the Corporation becomes liable from any obligation for pay or other compensation, whatsoever which it might have by reason of any existing or future legislation or otherwise. 1.06 The Employment Services to be carried out and performed by the amounts of statutory deductionsEmployee shall be carried out and performed in Houston, Texas, or all such other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for example. The Corporation hereby agrees to indemnify places as may be mutually agreed between the Employee and save the Contractor and Xxxxxx harmless from any and all circumstances where the Corporation is deemed to be an employer, including where the Contractor becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for exampleCorporation. 1.04 Contractor shall pay, when and as due, any and all taxes, duties and other similar charges assessed or incurred as a result of Xxxxxx’x income for services rendered by Xxxxxx. Contractor will be responsible for all liabilities in respect of all taxes relating to compensation under this Agreement, and will indemnify the Corporation against all claims, costs, penalties, or demands made by any governmental authority with respect to any income, sales or other taxes in relation to the compensation payable under the this Agreement (“Statutory Deductions”). Xxxxxx acknowledges that he is at all times personally responsible to pay amounts due in respect of Statutory Deductions, and that such amounts are subject to the indemnity provided in Section 1.03 herein.

Contract for Services. 1.01 Subject to the terms and provisions earlier termination of this AgreementAgreement as hereinafter provided and subject to the condition precedent set forth in paragraph 2.02 hereof, the Corporation hereby agrees to contract for and engage the services of the Contractor, and the Contractor agrees Employee on a full-time basis to provide services of Xxxxxx to the Corporation and its affiliates in accordance with the terms and provisions hereof. 1.02 Except as hereinafter provided, the Employee shall be responsible for and shall have such authority as is ordinarily consistent with the position of President and Chief Operating Officer of the Corporation, with full power and authority to supervise and manage the business and affairs of the Corporation and such other matters as the directors may authorize from time to time except such matters and duties as by law must be transacted or performed by the board of directors and/or the shareholders of the Corporation. All such authority of the Employee shall be subject to the provisions power, direction and control of this Agreement it being clearly provided that the services board of Xxxxxx are in all respects dedicated and the Contractor will procure that Xxxxxx will not engage in activity that conflicts or diminishes his ability to perform his obligations to directors of the Corporation. 1.03 Without limiting the generality of section 1.02 Xxxxxx'x hereof, the Employee’s services hereunder shall be provided on the basis of the following terms and conditions: (a) Xxxxxx the Employee’s title for the first three months shall be President and Chief Operating Officer of the Corporation reporting to the Chief Executive Officer of the Corporation or such other person as may from time to time be designated by the Chief Executive Officer of the Corporation; Pursuant to the completion of a three month probationary period, the Employee’s title shall be President and Chief Executive Officer, reporting to the Chairman of the board and board of directors of the Corporation; (b) the Employee shall faithfully, honestly and diligently serve the Corporation and cooperate with the Corporation and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Corporation, acting reasonably, and shall provide any other services not specifically mentioned herein, but which by reason of his capability he knows or ought to know to be necessary to ensure that the best interests of the Corporation are maintained; (bc) Xxxxxx’x the Employee shall assume, obey, implement and execute such duties, directions responsibilities, procedures, policies and lawful orders as may be determined or given by the board of directors or the Chairman of the Corporation from time to time or such other person as may from time to time be designated by the Chairman of the Corporation; (d) the Employee shall perform such duties and responsibilities are enumerated may exercise such powers as may from time to time be assigned to or vested in Appendix “B”.him by the by-laws of the Corporation; and 1.03 The Parties agree (e) the Employee will, when it is deemed by the Corporation to be beneficial, join in or participate with organizations, clubs, associations or groups that may provide good business contacts and learning facilities for the benefit of the Corporation provided, however, that the Contractor enters into this Agreement as an independent Contractor, and under no circumstances Corporation shall reimburse the Contractor or Xxxxxx look to the Corporation as an employer, partner, agent or principal. Contractor and Xxxxxx acknowledge that Xxxxxx is not entitled to any benefits accorded to the Corporation’s employees, including, without limitation, worker’s compensation, disability insurance, vacation or sick pay. The Contractor and Xxxxxx, jointly and severally hereby agree to indemnify and save the Corporation harmless from any and Employee for all circumstances where Xxxxxx is deemed to be an employee, including where the Corporation becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for example. The Corporation hereby agrees to indemnify and save the Contractor and Xxxxxx harmless from any and all circumstances where the Corporation is deemed to be an employer, including where the Contractor becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for examplereasonable expenses incurred in connection therewith. 1.04 Contractor Subject to the terms of the Confidentiality and Non-Competition Agreement appended hereto as Schedule A the Employee agrees to devote his full time and attention and use his best efforts to further the business and interests of the Corporation and Affiliates during the period of this Agreement to the exclusion of all other employment, business opportunities, consulting, investment or contracting. 1.05 It is acknowledged and agreed between the parties hereto that the services to be provided by the Employee hereunder are of such a nature that regular business hours may be impossible and that the Employee be required to perform services in excess of eight hours per day or five days per week. It is also anticipated that there will be certain evenings, Sundays and holidays during which the Employee may be required to provide services and that the services to be provided by the Employee are, inter alia, of a supervisory nature. The Employee therefore agrees that the consideration herein set forth shall paybe in full and complete satisfaction for his work and services to be provided hereunder, no matter when and as due, any how performed and all taxes, duties and other similar charges assessed or incurred as a result of Xxxxxx’x income for services rendered by Xxxxxx. Contractor will be responsible for all liabilities in respect of all taxes relating to compensation under this Agreement, and will indemnify the Employee releases the Corporation against all claimsfrom any additional pay or compensation, costswhatsoever which he might have by reason of any existing or future legislation or otherwise. 1.06 The services to be carried out and performed by the Employee shall be initially carried out and performed in the town of Xxxxxx, penaltiesin the State of Colorado or such other places as may be mutually agreed between the Employee and the Corporation, or demands made by any governmental authority with respect to any income, sales or other taxes provided that the Employee is in relation to the compensation payable under the this Agreement (“Statutory Deductions”). Xxxxxx Calgary office a minimum of twice per month. 1.07 The Corporation acknowledges that he it has reviewed the qualifications and experience of the Employee herein and formed the opinion that the Employee is at all times personally responsible to pay amounts due in respect capable of Statutory Deductions, and that such amounts are subject to carrying out the indemnity provided in Section 1.03 duties as set forth herein.

Contract for Services. 1.01 Subject to the terms and provisions prior termination of this AgreementAgreement as hereinafter provided, the Corporation hereby agrees to contract for and engage retain the services of the Contractor, and Consultant (hereafter the Contractor agrees "Consulting Services") which Consulting Services are to provide services of Xxxxxx be provided in accordance with the terms and provisions hereof. 1.02 The Consultant covenants and agrees with the Corporation that it shall, for the duration of this Agreement provide an individual having satisfactory professional qualifications and working credentials (the "Named Representative") to perform the Consulting Services. Where the context so requires, any reference to the performance of the Consulting Services shall imply that the Name Representative shall perform such services on the Consultant's behalf. The Consultant appoints Xxxxxx Xxxxxxxx as the Named Representative under this agreement. The Consultant may not change the Named Representative without the express consent of the Corporation. The Corporation shall not be responsible or liable for the payment of any compensation (except as specifically set out herein) to the Named Representative. 1.03 The Consultant shall be responsible for and shall have such authority as is consistent with the position of Drilling Manager of the Corporation, subject to the provisions power, direction and control of this Agreement it being clearly provided that the board of directors of the Corporation (the "Board") or the Operating Committee of the Corporation (the "Operating Committee"). 1.04 Notwithstanding Article 1.03 hereof, the Consulting Services shall include the services of Xxxxxx are in all respects dedicated set forth below, and the Contractor will procure that Xxxxxx will not engage in activity that conflicts or diminishes his ability to perform his obligations to the Corporation. 1.02 Xxxxxx'x services hereunder which Consulting Services shall be provided on the basis of the following terms and conditions: (a) Xxxxxx the Consultant shall control, supervise, manage and direct the operations of the Corporation, as they relate to the planning, drilling, testing and completion of oil and gas xxxxx. The duties of the Consultant shall include the following: (1) assist in all well planning and implementation activities being performed by the Corporation; (2) manage, oversee and where applicable, co-ordinate and control well construction and related services being provided in respect of xxxxx to be drilled by or on behalf of the Corporation; (3) preparation of all well AFE's including the tracking of such AFE's during drilling, testing and completion operations; (4) subject to the prior approval of the Operating Committee, procurement of equipment and services as reasonably required for the drilling and testing of xxxxx; (5) management, supervision and reporting to Operating Committee of day to day operations respecting the drilling and testing of each well; (6) collection and archiving of all data and other information obtained from each well during drilling and testing operations; (7) provision of regular drilling and other related reports to the Operating Committee on a daily basis during drilling and testing operations or at such other times as may be requested by the Operating Committee; (8) liaise and provide assistance to other employees/consultants of the Corporation as required or directed by the Operating Committee. (b) in addition to the duties set forth above, the Consultant shall assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given by the Board or Operating Committee from time to time and report results of same as may from time to time be determined by the Board or Operating Committee; (c) the Consultant shall faithfully, honestly and diligently serve the Corporation and cooperate with the Corporation and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Corporation, acting reasonably, and to provide any other services not specifically mentioned herein, which are in the best interests of the Corporation are maintained; (bd) Xxxxxx’x duties the Named Representative's title shall be Drilling Manager; (e) the Consultant will, subject to the prior approval of the Board or Operating Committee, arrange for the Named Representative to join in or participate with organizations, clubs, associations or groups that may provide good business contacts and responsibilities are enumerated in Appendix “B”learning facilities for the benefit of the Corporation. 1.03 1.05 The Parties agree Consultant agrees that the Contractor enters into Named Represenative will be required to devote the whole of his time, attention and best efforts to further the business and interests of the Corporation during the period of this Agreement as an independent Contractor, and under no circumstances shall the Contractor or Xxxxxx look to the Corporation as an employer, partner, agent or principal. Contractor and Xxxxxx acknowledge that Xxxxxx is not entitled to any benefits accorded to the Corporation’s employees, including, without limitation, worker’s compensation, disability insurance, vacation or sick pay. The Contractor and Xxxxxx, jointly and severally hereby agree to indemnify and save the Corporation harmless from exclusion of any and all circumstances where Xxxxxx is deemed other employment. Nothing herein shall prohibit the Consultant or the Named Representative from being a shareholder in any corporation whose common shares are traded publicly on a stock exchange. The Named Representative shall not be entitled to be an employeea director for any other company without the prior consent of the Corporation. 1.06 The Consultant acknowledges and agrees that the Consulting Services are of such a nature that regular business hours may be impossible. The Consultant understands that it and the Named Representative may be required to provide the Consulting Services in excess of eight (8) hours per day or five days (5) per week, including where and on evenings, weekends and holidays. The Consultant agrees that the consideration herein set forth shall be in full and complete satisfaction for the Consulting Services to be provided hereunder, no matter when and how performed and the Consultant releases the Corporation becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for example. The Corporation hereby agrees to indemnify and save the Contractor and Xxxxxx harmless from any and all circumstances where the Corporation is deemed to be an employeradditional obligation for pay or other compensation, including where the Contractor becomes liable for the amounts whatsoever which it might have by reason of statutory deductions, any existing or all other charges including deductible amounts payable to taxing authorities, fees, interest future legislation or penalties, for exampleotherwise. 1.04 Contractor 1.07 The Consulting Services shall paybe carried out and performed in Calgary, when Alberta or such other places as may be mutually agreed upon between the Consultant and as due, any and all taxes, duties and other similar charges assessed or incurred as a result of Xxxxxx’x income for services rendered by Xxxxxx. Contractor will be responsible for all liabilities in respect of all taxes relating to compensation under this Agreement, and will indemnify the Corporation against all claims, costs, penalties, or demands made by any governmental authority with respect to any income, sales or other taxes in relation to the compensation payable under the this Agreement (“Statutory Deductions”). Xxxxxx acknowledges that he is at all times personally responsible to pay amounts due in respect of Statutory Deductions, and that such amounts are subject to the indemnity provided in Section 1.03 hereinCorporation.

Contract for Services. 1.01 1.1 Subject to the earlier termination of this Agreement as hereinafter provided, the CORPORATION hereby agrees employ the EMPLOYEE as President and Chief Executive Officer in accordance with the terms and provisions of this Agreement, the Corporation hereby agrees to contract hereof. 1.2 The EMPLOYEE shall be responsible for and engage shall have such authority as is consistent with the services position of President and Chief Executive Officer of the Contractor, and the Contractor agrees to provide services of Xxxxxx in accordance with and CORPORATION all subject to the provisions power, direction and control of this Agreement it being clearly provided that the services Board of Xxxxxx are in all respects dedicated and Directors of the Contractor will procure that Xxxxxx will not engage in activity that conflicts or diminishes his ability to perform his obligations to the CorporationCORPORATION. 1.02 Xxxxxx'x 1.3 Notwithstanding Section 1.2 hereof, the EMPLOYEE’S services hereunder shall be provided on the basis of the following terms and conditions: (a) Xxxxxx The EMPLOYEE’S title shall be President and Chief Executive Officer of the CORPORATION; (b) the EMPLOYEE shall faithfully, honestly and diligently serve the Corporation CORPORATION and cooperate with the Corporation CORPORATION and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the CorporationCORPORATION, acting reasonably, and to provide any other services not specifically mentioned herein, but which by reason of his capability he knows or ought to know to be necessary to ensure that the best interests of the CORPORATION are maintained; (bc) Xxxxxx’x duties the EMPLOYEE shall assume, obey, implement and responsibilities are enumerated execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given by the Board of Directors of the CORPORATION from time to time and report results of same as may from time to time be determined by the Board of Directors of the CORPORATION, (d) the EMPLOYEE will, when it is deemed by the CORPORATION to be beneficial, join in Appendix “B”or participate with organizations, clubs, associations or groups that may provide good business contacts and learning facilities for the benefit of the CORPORATION; and (e) the EMPLOYEE shall have the authority to make the usual contracts necessary to carry on the business of the CORPORATION in the ordinary course. 1.03 1.4 The Parties agree EMPLOYEE agrees to devote the whole of his time, attention and best efforts to further the business and interests of the CORPORATION during the period of this Agreement to the exclusion of all other employment. Except in the case where the EMPLOYEE is permitted to be a director and specifically a director of My Path Metbolix Inc. 1.5 It is acknowledged and agreed between the parties hereto that the Contractor enters into this Agreement as an independent Contractorservices to be provided by the EMPLOYEE hereunder are of such nature that regular business may be impossible and that the EMPLOYEE may be required to perform services in excess of eight (8) hours per day or five (5) days per week. It is also anticipated that there will be certain evenings, weekends and under holidays during which the EMPLOYEE may be required to provide services. The EMPLOYEE therefore agrees that the consideration herein set forth shall be in full and complete consideration herein set forth shall be in full and complete satisfaction for his work and services to be provided hereunder, no circumstances shall matter when and how performed and the Contractor EMPLOYEE releases the CORPORATION from any additional pay or Xxxxxx look to the Corporation as an employer, partner, agent or principal. Contractor and Xxxxxx acknowledge that Xxxxxx is not entitled to any benefits accorded to the Corporation’s employees, including, without limitation, worker’s compensation, disability insurance, vacation whatsoever which he might have by reason of any existing or sick pay. future legislation or otherwise. 1.6 The Contractor and Xxxxxx, jointly and severally hereby agree to indemnify and save the Corporation harmless from any and all circumstances where Xxxxxx is deemed services to be an employee, including where carried out and performed by the Corporation becomes liable for EMPLOYEE shall be carried out and performed in the amounts City of statutory deductionsCalgary in the Province of Alberta, or all such other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for exampleplaces as may be mutually agreed between the EMPLOYEE and the CORPORATION. The Corporation hereby agrees to indemnify and save the Contractor and Xxxxxx harmless from any and all circumstances where the Corporation It is deemed to understood that a reasonable amount of business travel outside of Calgary may be an employer, including where the Contractor becomes liable for the amounts of statutory deductions, or all other charges including deductible amounts payable to taxing authorities, fees, interest or penalties, for examplerequired. 1.04 Contractor shall pay, when and as due, any and all taxes, duties and other similar charges assessed or incurred as a result of Xxxxxx’x income for services rendered by Xxxxxx. Contractor will be responsible for all liabilities in respect of all taxes relating to compensation under this Agreement, and will indemnify the Corporation against all claims, costs, penalties, or demands made by any governmental authority with respect to any income, sales or other taxes in relation to the compensation payable under the this Agreement (“Statutory Deductions”). Xxxxxx acknowledges that he is at all times personally responsible to pay amounts due in respect of Statutory Deductions, and that such amounts are subject to the indemnity provided in Section 1.03 herein.