EXHIBIT 10.5
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CONSULTING AGREEMENT
This agreement is entered into between TGR Group LLC, a Nevada Limited
Liability Company (hereafter known as TGR) and Field Point Petroleum
Corporation, a Colorado Company (hereafter known as Field point).
Field Point has expressed a desire to enter into this agreement with TGR to
provide Internet Public Relations Services for Field Point. TGR is in the
business of providing such services and desires to enter into an agreement with
Field Point to provide these services to Field Point . This Agreement is for the
purpose of defining the services to be provided and the rights and
responsibilities of both parties.
I. SERVICES PROVIDED BY TGR
1. TGR agrees to prepare a detailed "Focus Profile Report" on Field
Point, as defined on its web site (url: xxx.xxxxxxxxxxxxxxx.xxx) following
certain guidelines that have already been established by TGR and provided
to Field Point. The Focus Profile Report shall be released during the month
of November or December 2001, final date to be established by both parties.
2. TGR agrees to deliver the Focus Profile Report to all the members
of the SmallCap Network, TGR's proprietary database of over 300,000
members.
3. TGR will post the Focus Profile Report on its web site no more than
(14) days after it has been delivered to the SmallCap Network Members.
4. TGR will continue to release to the SmallCap Network Members,
through the SmallCap Digest, all new information (i.e. Press Releases,
Quarterly, Annual, and other Periodic Reports, Analysts Reports, etc.)
about Field Point thatField Point has formally and officially released to
the general public, for a period of ninety (90) days from the date the the
Focus Profile Report is delivered to the SmallCap Network Members..
II. Responsibilities of XXXXX XXXXX
0. Xxxxx Xxxxx agrees to assist TGR, as requested, in the preparation
of the corporate profile reports on said Company.
2. Field Point will, if requested, provide or arrange to be provided
to TGR or its designee, such accounting records as may be necessary to
complete the corporate "due diligence" necessary to compile an accurate and
detailed profile report on the companies.
3. Field Point agrees to provide TGR with certain business and other
material information about Field Point, its products, services, contracts,
pending litigation, patents, trademarks and other such business matters
which TGR may request and which TGR considers to be important for the
completion of this contract.
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4. Field Point agrees to notify TGR of any changes in the status or
nature of its business, any pending litigation, or any other developments
that may require further disclosure.
III. COMPENSATION
1. For services rendered, as described above, TGR will receive the
following as its exclusive compensation under this Agreement:
a. Fifty Thousand Dollars ($50,000) US, immediately payable upon
the signing of the Agreement.
IV. REPRESENTATIONS BY TGR
TGR represents, warrants, and covenants the following:
1. TGR is a Company duly organized and existing under the laws of the
State of Nevada and is in good standing with the jurisdiction of its
incorporation.
2. TGR will disclose to Field Point any and all material facts and
circumstances which may affect its ability to perform its undertaking
herein.
3. TGR will cooperate in a prompt and professional manner with Field
Point or its agents in the performance of this Agreement.
4. TGR's SmallCap Network is a proprietary database that contains in
excess of 300,000 members.
5. TGR agrees that this Agreement is not a Finders Agreement. TGR is
not entitled to receive any additional fees or compensation from Field
Point, or from any future investor in Field Point's securities, as a result
of its services under this Agreement.
6. TGR shall not publish any report, including the Focus Profile
Report, concerning Field Point without receiving Field Point's prior
approval of the report's form and contents, except reports released to the
public by Field Point.
7. Neither TGR, any of its members, nor any person affiliated with TGR
has been the subject of an action brought by the SEC, the NASD, any other
securities industry self regulatory organization, or any state securities
regulatory agency, except as disclosed in writing to Field Point.
V. REPRESENTATIONS OF FIELD POINT
Field Point represents, warrants and covenants the following:
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1. Field Point will cooperate fully with TGR in executing the
responsibilities required under this Agreement so that TGR may fulfill its
responsibilities in a timely manner.
2. Field Point will not interfere with, impair, delay or cause TGR to
perform work not described in this Agreement.
3. Field Point will cooperate in a prompt and professional manner with
TGR, its attorneys, accountants and agents during the performance of the
obligations due under this Agreement.
4. Field Point represents that no person has acted as a finder or
investment advisor in connection with the transactions contemplated in this
Agreement. Field Point will indemnify TGR with respect to any claim for a
finder's fee in connection with this Agreement. Field Point represents that
no officer, director or stockholder of the company is a member of the NASD,
an employee or associated member of the NASD. Field Point represents that
it has disclosed or will disclose to TGR all potential conflicts of
interests involving its officers, directors, principals, stockholders
and/or employees.
5. All financial information from Filed Point will be provided to TGR
in a timely and complete manner and all other information, which Field
Point has previously provided to TGR concerning Field Point, is accurate
and complete in every material respect. If it is later determined that such
is not the case, it shall be considered a basis for the termination of this
Agreement.
6. Field Point does hereby state that all information supplied to TGR
during the course of this Agreement shall be true and accurate to the best
of Field Point's knowledge. Field Point agrees to hold TGR harmless for the
accuracy of any information provided by Field Point to TGR under this
Agreement.
VI. CONFIDENTIALITY
TGR agrees that all information received from Field Point shall be
treated as confidential information and TGR shall not share such
information with any other person or entity, except as are required by TGR
to fulfill this Agreement, without the express written consent of Field
Point, unless such disclosure will not cause damages to Field Point.
VII INDEMNIFICATION
TGR agrees to indemnify Field Point and its directors, officers,
stockholders, employees and agents and each of their respective affiliates
(Field Point and each such person referred to herein as an "indemnified
party") from and against any and all losses, claims, damages and
liabilities, joint or several), to which any indemnified party may become
subject under any applicable federal or state law or otherwise, related to
or arising out of the performance by TGR of services under this Agreement,
and will reimburse such indemnified party for all expenses (including
reasonable counsel fees and expenses) as they are incurred in connection
with the investigation of, preparation for, or defense of any pending or
threatened claim, action, or proceeding. TGR will not be liable under this
paragraph to the extent that any loss, claim, damage, or liability is found
in a final judgment by a court of competent jurisdiction to have resulted
from Field Point's willful misconduct or gross negligence. TGR agrees that
no indemnified party shall have any liability (whether direct or indirect,
in contract or otherwise) to TGR related to or arising out of this
Agreement, except to the extent any losses, claims, damages, or liabilities
are found in a final judgment by a court of competent jurisdiction to have
resulted from Field Point's willful misconduct or gross negligence
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VIII. NOTICES
Any notices from either party to the other shall be deemed received on
the date such notice is personally delivered. Any notice sent by fax
transmission shall be deemed received by the other party on the day it has
been transmitted. Any notice sent by mail by either party to the other
shall be deemed received on the third business day after it has been
deposited at a United States Post Office. For purposes of delivering or
sending notice to the parties under this Agreement such notices shall be
delivered or sent as follows:
TGR Group LLC
0000 Xxx Xxx Xxxxxxx Xx #000
Xxx Xxxxx, XX 00000
Field Point Petroleum Corporation
1703EdelweissDrive
Xxxxx Xxxx, XX 00000
IX. Entire Agreement
Neither party has made representations to the other, which is not
specifically set forth in this Agreement. There are no oral or other
agreements between the parties that have been entered into prior or
contemporaneously with the formation of this Agreement. All oral promises,
agreements, representations, statements and warranties herein, after
asserted by one party against the other, shall be deemed to have been
waived by such party asserting that they were made and this Agreement shall
supersede all prior negotiations, statements, representations, warranties
and agreements made or entered into between the parties to this Agreement.
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X. NO ASSIGNMENT
Neither party may assign any benefit due or delegate performance under
this Agreement without the express written consent of the other party.
XI. CONSTRUCTION
The laws of the State of California shall govern this Agreement. It
shall also be construed as if the parties participated equally in its
negotiation and drafting. The Agreement shall not be construed against one
party over another party.
XII. ATTORNEYS FEES
In any action concerning the enforcement, breach, or interpretation of
this Agreement, the prevailing party shall be entitled to recover its costs
of suit and reasonable attorney's fees from the other party, in addition to
any other relief granted by the court.
XIII. WAIVER
The waiver of any provision of this Agreement by either party shall
not be deemed to be a continuing, waiver or a waiver of any other provision
of this Agreement by either party.
XIV. SEVERABILITY
If any provision of this Agreement or any subsequent modifications
hereof are found to be unenforceable by a court of competent jurisdiction,
the remaining provisions shall continue to remain in full force and effect.
XV. AUTHORITY TO ENTER INTO AGREEMENT
The individuals signing this Agreement below represent to each other
that they have the authority to bind their respective corporations to the
terms and conditions of this Agreement. The individuals shall not, however
have personal liability by executing this Agreement and sign this Agreement
only in their representative capacities as authorized officers of Field
Point and TGR, respectively.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement on this 13th day of November 2001.
Field Point Petroleum Corporation TGR Group LLC
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Xxx X. Xxxxxx Xxxxxxxx X. Xxxx
President Authorized Signing Member
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