EXHIBIT 10.1
CONSULTING AGREEMENT
BETWEEN
XXXXXX INTERNATIOANL CORP.
AND
XXXX XXXXXX
DATED
MARCH 1, 2005
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "AGREEMENT") is effective as of March 1, 2005,
(the "EFFECTIVE DATE") by and between Xxxxxx International Corp., a Nevada
corporation having an office at 1305 - 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX,
X0X 0X0 and Xxxx Xxxxxx, a businessperson with an address at 2103 - 0000
Xxxxxxxxxx Xxxxxxxx Xxxxxxxxx, XX, X0X 0X0 (the "CONSULTANT").
RECITALS
WHEREAS:
A. The Company is engaged, among other things, in providing consulting and
due diligence services in the petroleum and natural gas industry;
B. The Consultant is engaged, among other things, in providing financial
management, business development and business consulting services; and
C. The Company desires to receive consulting services from the Consultant,
and the Consultant desires to provide such services to the Company,
under the terms and conditions contained herein.
NOW, THEREFORE, it is hereby agreed as follows:
1. ENGAGEMENT
The Company hereby engages with the Consultant and the Consultant hereby agrees
to provide to the Company the services described in Section 2 below beginning
upon the Effective Date.
2. SCOPE OF CONSULTING SERVICES
Throughout the period of this Agreement, the Consultant shall perform faithfully
and to the best of its ability the following consulting services (the
"CONSULTING SERVICES"):
2.1 assistance to the Company in business development and identifying
business opportunities;
2.2 assistance to the Company in developing management strategies; and
2.3 anything incidental to the foregoing to facilitate the performance of
the Consultant's obligations hereunder.
3. COMPENSATION
The Company agrees to pay to the Consultant and the Consultant agrees to accept
consulting fees as follows: commencing on the Effective Date and ending on the
date of termination of this Agreement, the Company shall pay to the Consultant
monthly as a fee for the Consulting Services an amount equal to $5,000 (the
"CONSULTING FEE"). The Company shall pay the Consulting Fee to the Consultant
not later than 30 days following the month in which the relevant Consulting
Services were rendered.
4. CONSULTANT'S UNDERTAKINGS
4.1 In the performance of its duties under this Agreement, the Consultant
shall at all times conform to, and act in accordance with, any
requirements imposed by any applicable provisions of law.
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4.2 Notwithstanding anything to the contrary in this Agreement, the
Consultant may perform the Consulting Services and any other services
for entities other than the Company.
5. EXPENSES
The Company will pay or reimburse the Consultant for expenses incurred on behalf
of the Company in connection with the performance of the Consulting Services
hereunder, subject to the prior written approval of the Company, including but
not limited to, expenses for overseas business trips (including airline tickets,
accomodations and per diem), entertainment and international communication
costs. Reimbursement by the Company to the Consultant of expenses will be made
upon the presentation by the Consultant to the Company of itemized accounts or
receipts, reasonably satisfactory to the Company.
6. PAYMENTS TO CONSULTANT
All payments required to be made by the Company to the Consultant hereunder will
be made after receipt of the Consultant's invoice, by transfer to the
Consultant's bank account number, as provided by the Consultant to the Company.
7. TERM AND EFFECT OF TERMINATION OF AGREEMENT
This Agreement is deemed effective as of the Effective Date and will continue in
force and effect unless terminated as provided herein:
7.1 Either party shall be entitled, at any time during the term of this
Agreement, to terminate this Agreement upon thirty (30) days prior
written notice. During such 30-day notice period, the Consultant shall
be required to provide Consulting Services, and the Company shall be
required to pay the Consultant for any Consulting Services performed
and reimburse the Consultant for any reimbursable expenses incurred by
the Consultant during such notice period.
7.2 Notwithstanding anything to the contrary, in the event of a Justifiable
Cause (as defined below and subject to any applicable law), the Company
shall be entitled to terminate this Agreement effective immediately.
The term "JUSTIFIABLE CAUSE" shall mean any behavior of the Consultant
or any of its employees and/or officers appointed to execute its duties
under this agreement that amounts to: (a) committing any felony
involving moral turpitude; (b) embezzlement of funds of the Company or
its subsidiaries; or (c) any conduct (other than conduct in good faith)
materially detrimental to the Company.
8. DISCLOSURE OF INFORMATION
The Consultant acknowledges that the Company is publicly traded on a recognized
U.S. stock exchange and that disclosure of information regarding the Company
must be coordinated with the Company to ensure compliance with applicable laws.
Therefore, in connection with the Consultant's performance of this Agreement,
the Consultant shall sign the non-disclosure and confidentiality agreement
attached hereto as Exhibit A.
9. INDEPENDENT CONTRACTOR
The Consultant will serve as an independent contractor to and not as an agent or
employee of the Company or any of its affiliates and will have no authority to
bind or commit the Company in any way. The Consultant will be solely responsible
for any income tax and other such assessments made or imposed upon the
Consultant by any governmental authority.
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10. ASSURANCES
The Consultant represents and warrants that, as of the date hereof, the
Consultant is free to be engaged by the Company upon the terms contained in this
Agreement and that the Consultant is not a party to any consulting or other
contracts or restrictive covenants preventing full performance of its duties
hereunder.
11. NOTICES
11.1 Any notice to be given by either party to the other will be in writing
and will be served by delivering the same by courier or by facsimile or
by registered mail, postage prepaid, addressed to the other party's
address herein set forth. Notice sent by telecopier will be deemed to
be delivered on the next business day following transmission, provided
that confirmation of receipt of the telecopier transmission by the
addressee is obtained by the sender and the original properly addressed
notice is delivered to the addressee within 3 (three) calendar days.
11.2 The addresses of the parties for the purposes hereof are as follows:
TO THE COMPANY:
1305 - 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX, X0X 0X0
Attention: The President
Fax no: _________________
TO THE CONSULTANT
2103 - 0000 Xxxxxxxxxx Xxxxxxxx
Xxxxxxxxx, XX, X0X 0X0
Attention: Xxxx Xxxxxx
Fax no: _________________
12. GENERAL PROVISIONS
12.1 This Agreement will not be amended, modified or varied by any oral
agreement or representation or otherwise than by written instrument
executed by both parties or their duly authorized representatives.
12.2 Neither party hereto shall assign any of its rights and obligations
hereunder without the prior written consent of the other party. The
Company, however, may assign this Agreement to a subsidiary or
affiliate of the Company or to a purchaser of all or part of the
Company's assets or shares.
12.3 Either party's failure at any time to require strict compliance by the
other party of the provisions of this Agreement shall not diminish such
party's right thereafter to demand strict compliance therewith or with
any other provision. Waiver of any particular default shall not waive
any other default.
12.4 This Agreement will be governed by and construed in accordance with the
law of the Province of British Columbia.
12.5 In the event that any provision of this Agreement shall be deemed
unlawful or otherwise unenforceable, such provision shall be severed
from this Agreement and the balance of the Agreement shall continue in
full force and effect.
12.6 Unless otherwise provided, all dollar amounts referred to in this
Agreement are in lawful money of Canada.
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12.7 This Agreement including the preamble thereto, together with any
annexes attached hereto constitutes the entire agreement and
understanding between the parties and merges all prior or
contemporaneous oral or written communication between them.
IN WITNESS WHEREOF, the parties have executed this Agreement the 8th day of
March, 2005 to be effective as of the 1st day of March, 2005.
XXXXXX INTERNATIONAL CORP.
Per: /s/ Xxxx XxXxxx
--------------------
Authorized Signatory
SIGNED, SEALED and DELIVERED by )
XXXX XXXXXX in the presence of: )
)
/s/ X X Xxxxx )
------------------------------- )
Signature )
)
Xxxxx Xxxxx ) /s/ Xxxx Xxxxxx
------------------------------- ) --------------------------
Print Name ) XXXX XXXXXX
)
00000 - 00xx Xxxxxx )
Xxxxxxxxxx, XX )
------------------------------- )
Address )
)
Secretary )
------------------------------- )
Occupation )
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EXHIBIT A
NON-DISCLOSURE AND CONFIDENTIALITY
The undersigned, XXXX XXXXXX, (the "CONSULTANT") undertakes and confirms to
XXXXXX INTERNATIONAL CORP. and its affiliates and subsidiaries anywhere in the
world (the "COMPANY") as follows:
CONFIDENTIALITY. The Consultant, its principals, employees and agents will
regard and retain as confidential, and will not divulge to any third party or
use for any unauthorized purposes either during or after the term of the
Consulting Agreement dated effective January 1, 2005 (the "AGREEMENT"), any
proprietary or confidential information or know-how that the Consultant acquired
while providing the services to the Company, or in consequence of providing the
services to the Company, or related to the services provided under the
Agreement, without the written consent of an authorized representative of the
Company.
CONFIDENTIAL INFORMATION. Confidential Information includes, but is not limited
to, information related to actual or anticipated products, inventions, hardware,
software, methods of manufacture, trade secrets, business plans, customers,
supplies, finances, and any other data related to the business or affairs of the
Company. Confidential Information will include written information or oral
information in tangible or intangible form.
RETURN OF CONFIDENTIAL INFORMATION. All documents including, but not limited to,
notebooks, notes, memoranda, records, diagrams, blueprints, bulletins, formulas,
reports, computer programs and other data of any kind coming into my possession
or prepared by the Consultant in connection with the services provided under the
Agreement are the exclusive property of the Company. The Consultant agrees to
return to the Company all such documents upon termination of the Agreement
unless specific written consent is obtained from the Company to release any such
record.
NO CONFLICTING OBLIGATIONS. The Consultant will not disclose to the Company any
confidential information or material belonging to a third party, including that
belonging to any prior contractor, unless the Consultant has first received the
written approval of that third party and presents such approval to the Company.
Executed this 8th day of March, 2005
WITNESSED BY: )
)
)
/s/ X X Xxxxx )
------------------------------- )
Name
Xxxxx Xxxxx ) /s/ Xxxx Xxxxxx
------------------------------- ) --------------------------
Address ) XXXX XXXXXX
00000 - 00xx Xxxxxx )
Cloverdale, BC )
------------------------------- )
Occupation )
Secretary )
------------------------------- )
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