CONSULTING SERVICES AGREEMENT
Exhibit 99.2
This
Agreement (the Agreement), dated as of the
___ day of March, 2010
BETWEEN:
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Imperial
Oil & Gas, Inc, having its principal office at Xxxxx 0000, 000 -0xx
Xxx XX, Xxxxxxx, XX X0X 0X0 (the Client);
and
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(2)
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Mara
Energy, LLC, 0000 Xxxxxxx Xxxxx XX, Xxxxxxx, Xxxxxxx, X0X 0X0 (the Consultant);
and;
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Together,
the Parties.
WHEREAS:
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(A)
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The
Client is a wholly owned subsidiary of Imperial Resources, Inc;
and
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(B)
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The
Client has purchased a 14.9% working interest in both the Greater Xxxxxxx
oil and gas development exploration asset and the producing Xxxxxxx #1
well located in the Greater Xxxxxxx prospect in Colorado County, Texas
(together, “Xxxxxxx”), this acquisition being viewed as important to the
development of the Client’s planned oil and gas activities;
and
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(C)
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The
Consultant is able to provide essential services associated with any
future development of Xxxxxxx and therefore the Parties desire to work
together and share the rewards of Xxxxxxx, excluding the currently
producing Xxxxxxx #1 well, to their mutual benefit on a performance basis,
and to work together on any similar future opportunity that may arise on a
similar basis; and
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(D)
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The
Client has appointed the Consultant to provide the services and scope of
work as detailed in Schedule A (the Services);
and
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(E)
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The
Consultant, having represented to the Client that it has the required
professional skills and technical resources has agreed to provide the
Services on the terms and conditions set forth in this Agreement and the
Client has agreed to compensate the consultant on a performance as
detailed in Schedule B (Compensation).
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1
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GENERAL
PROVISIONS
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1.1
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Definitions
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Unless
the context otherwise requires, the following terms whenever used in this
Agreement have the following meanings:
Agreement means, this
Agreement, including the Schedules hereto, as the same may be varied,
supplemented or modified from time to time;
Applicable Law means the laws
and any other instruments having the force of law in Canada as they may be
issued and come in force from time to time;
Client means Imperial Oil
& Gas Inc.;
Compensation means that set
out in schedule B
Effective Date has the meaning
given to it in Clause 2.1;
Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 1
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Parties mean both the Client
and the Consultant;
Party means the Client or the
Consultant, as the case may be;
Scope of Services has the
meaning given to it in Schedule A Part (i);
Start Date has the meaning
given in Clause 2.1;
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Third Party means any
person or entity other than the Client or the
Consultant.
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1.2
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Relation
between the Parties
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Nothing
contained herein shall be construed as establishing a relation of employer and
employee as between the Client and the Consultant.
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1.3
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Law
Governing Agreement
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This
Agreement, its meaning and interpretation, and the relation between the Parties
shall be governed by the Applicable Law.
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1.4
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Language
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This
Agreement has been executed in the English language, which shall be the binding
and controlling language for all matters relating to the meaning or
interpretation of this Agreement.
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1.5
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Headings
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The
headings shall not limit, alter or affect the meaning of this Agreement.
References to Clauses and Schedules are references to clauses and appendices in
and of this Agreement.
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1.6
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Location
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The
Services specified in Schedule A hereto shall be performed at the principal
place of business of the Consultant and at such other locations as the Client
may reasonably request.
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1.7
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Authorised
Representatives
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Any
action required or permitted to be taken, and any document required or permitted
to be executed under this Agreement, in the case of the Consultant may be taken
or executed on behalf of the Consultant or their designated representatives and
in the case of the Client may be taken or executed or on behalf of the Client or
his designated representative, as the case may be from time to time, by those
named representatives set out in Clause 14.
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2
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COMMENCEMENT,
COMPLETION, MODIFICATION AND TERMINATION OF
AGREEMENT
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2.1
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Effectiveness of
Agreement
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This
Agreement shall come into force and effect on January 19, 2010 (the Effective
Date). The Consultant commenced the Services on January 19,
2010 (the Start
Date). The Client hereby undertakes to pay the Consultant the
fees and reimburse expenditures incurred in respect of the Services provided
from the Start Date, in accordance with and subject to the terms of Schedule
B.
Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 2
of 15
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2.2
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Expiration of
Agreement
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This
Agreement shall continue until the Consultant gives written notice of intention
to terminate in accordance with Clause 2.6.
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2.3
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Entire Agreement and
Conflict
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This
Agreement contains all covenants, obligations, undertakings and provisions
agreed to by the Parties. No agent or representative of either Party
has authority to make, and the Parties shall not be bound by or be liable for,
any statement, representation, promise or agreement not set forth
herein.
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2.4
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Modification
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Modification
of the terms and conditions of this Agreement, including any modification of the
scope of the Services, may only be made by written agreement between the Parties
and shall not be effective until the consent of the Consultant and the Client
has been obtained.
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2.5
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Force Majeure and
Suspension
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2.5.1
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Definition
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(a)
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For
the purposes of this Agreement, Force Majeure means an
event which is beyond the reasonable control of a Party, and which makes a
Party’s performance of its obligations hereunder impossible or impractical
in the circumstances, and includes, but is not limited to, war, riots,
civil disorder, earthquake, fire, explosion, storm, flood or other adverse
weather conditions, strikes, lockouts or other industrial action (except
where such strikes, lockouts or other industrial action are within the
power of the Party invoking Force Majeure to prevent), confiscation or any
other action by the Government or any agencies of the
Government.
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(b)
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Force
Majeure shall not include (i) any event which is caused by the negligence
or intentional action of a Party or such Party’s agents or employees, nor
(ii) any event which a diligent Party could reasonably have been expected
to both (A) take into account at the time of the conclusion of this
Agreement and (B) avoid or overcome in the carrying out of its obligations
hereunder.
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(c)
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Force
Majeure shall not include insufficiency of funds or failure to make any
payment required hereunder.
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2.5.2
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No Breach of this
Agreement
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The
failure of a Party to fulfil any of its obligations hereunder shall not be
considered to be a breach of, or default under, this Agreement insofar as such
inability arises from an event of Force Majeure, provided that the Party
affected by such an event has taken all reasonable precautions with the
objective of carrying out the terms and conditions of this Agreement to the
extent reasonably possible.
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2.5.3
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Measures to be
Taken
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A Party
affected by an event of Force Majeure shall take all reasonable measures to
remove such Party’s inability to fulfil its obligations hereunder with a minimum
of delay.
A Party
affected by an event of Force Majeure shall notify the other Party of such an
event as soon as possible, and in any event not later than fourteen (14) days
following the occurrence of such event, providing evidence of the nature and
cause of such event, and shall similarly give notice of the restoration of
normal conditions as soon as possible.
The
Parties shall take all reasonable measures to minimise the consequence of any
event of Force Majeure.
Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 3
of 15
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2.5.4
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Extension of
Time
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Any
period within which a Party is required, pursuant to this Agreement, to complete
any action or task shall be extended for a period equal to the time during which
such Party was unable to perform such action or task as a result of Force
Majeure.
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2.5.5
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Payments
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The
Compensation earned as a result of the arrangement detailed in Schedule B will
remain payable regardless of Force Majeure.
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2.6
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Termination
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This
Agreement will terminate at the end of the Term as set out in Clause 2.2 above
or as set out in this Clause 2.6.1.
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2.6.1
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By the
Client
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The
Parties agree that the Consultant is working on a risk basis from the date of
the Agreement and in recognition of this the Client may not terminate this
agreement in respect of any oil and gas project already carried out, partly
carried out, agreed to be carried out, or introduced by the Consultant, whether
or not the Consultant has fully performed the Services relating to that
project.
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2.6.2
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By the
Consultant
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The
Consultant may, by not less than fifteen (15) days’ written notice to the
Client, such notice to be given after the occurrence of any of the events
specified in paragraphs (a) through (e) of this Clause 2.6.2, terminate this
Agreement:
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(a)
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if
the Client fails to pay any money due to and demanded by the Consultant
pursuant to this Agreement and which is not subject to dispute pursuant to
Clause 8, within thirty (30) days after receiving notice from the
Consultant that such payment is
overdue;
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(b)
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if
the Client fails to remedy a failure in the performance of its obligations
hereunder, as specified in a notice of suspension pursuant to Clause
2.6.2, within thirty (30) days of receipt of such notice of suspension or
within such further period as the Consultant may have subsequently
approved in writing;
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(c)
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if,
as the result of Force Majeure, the Consultant is unable to perform a
material portion of the Services for a period of not less than fifteen
(15) days; or
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(d)
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if
the Client fails to comply with any final decision reached as a result of
arbitration pursuant to Clause
13.2.
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(e)
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if,
as the result of Force Majeure, affecting the Client and the
Client is unable to perform a material portion of the Services for a
period of not less than sixty (60)
days.
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2.6.3
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Cessation of Rights and
Obligations
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Upon
termination of this Agreement pursuant to Clause 2.6, or upon expiration of this
Agreement pursuant to Clause 2.2, all rights and obligations of the Parties
hereunder shall cease, except (i) such rights and obligations as may have
occurred on or prior to the date of termination or expiration, (ii) the
obligation of confidentiality set forth in Clause 10 and (iii) any right which a
Party may have under the Applicable Law.
Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 4
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2.6.4
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Cessation of
Services
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Upon
termination of this Agreement by notice by the Consultant to the Client pursuant
to Clause 2.6.2, the Consultant shall, upon delivery of such notice, or pursuant
to the completion of the Term in Clause 2.2 take all necessary steps to bring
those aspects of the Services which the Consultant has performed to a close in a
prompt and orderly manner and shall make every reasonable effort to keep
expenditures for this purpose to a minimum.
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2.6.5
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Payment upon
Termination
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Upon
termination of this Agreement pursuant to Clause 2.6.2, and as applicable Clause
2.2, the Client shall make the following payments to the
Consultant:
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(a)
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all
invoiced amounts in respect of Services performed by the Consultant prior
to the date of termination;
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(b)
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all
future payments in accordance with Schedule
B.
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3
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OBLIGATIONS
OF THE CONSULTANT
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3.1
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General
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3.1.1
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Standard of
Performance
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The
Consultant shall perform the Services and carry out its obligations hereunder
with diligence and efficiency and shall observe sound management and employ
appropriate technology and methods.
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3.1.2
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Law Governing
Services
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The
Consultant shall perform the Services in accordance with the Applicable
Law.
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3.2
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Consultant not to Benefit from
Commission, Discounts, etc.
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The
remuneration of the Consultant pursuant to Schedule B hereof shall constitute
the Consultant’s sole remuneration in connection with this Agreement or the
Services and the Consultant shall not accept for his own benefit any trade
commission, discount or similar payment in connection with this Agreement or the
Services or in the discharge of its obligations hereunder.
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3.3
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Liability of the
Consultant
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The
Consultant shall be not be liable to the Client for the performance of the
Services in accordance with the provisions of this Agreement and the Consultant
shall not be liable for any loss suffered by the Client as a result of a default
of the Consultant in such performance.
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4
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REIMBURSEMENT
FOR EXPENSES
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The
Consultant will bear all its own expenses except where otherwise agreed by prior
arrangement between the Parties.
Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 5
of 15
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5
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SUBMITTAL OF
INVOICES
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The
Consultant shall submit invoices to the Client as set out in Schedule B, and
such invoices shall be payable within fifteen (15) days of receipt of a correct
invoice by the Client. Interest at US Federal funds rate + 4% may be
charged on overdue accounts at the Consultant’s discretion.
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6
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INDEPENDENT
CONTRACTOR
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The
Consultant will act as an independent contractor in the performance of the
duties set forth in this Agreement, and shall have no authority to incur any
obligations or liabilities on behalf of the Client, and shall not be deemed to
be an agent of the Client. The Client shall be solely responsible for
determining the means and methods for performing the Services.
This
Agreement does not oblige the Consultant to provide services exclusively to the
Client always provided that such other services are not provided to a Third
Party considered by Client to be a competitor. For avoidance of doubt
Consultant shall seek approval from Client. Any such approval will
not be unreasonably withheld.
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7
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TAXES
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The
Compensation for Services set out in Schedule B, unless otherwise specifically
stated, excludes all sales taxes, charges and duties chargeable by any taxing
authority having jurisdiction. For the avoidance of doubt the
Consultant is responsible for its own taxation on the Compensation received and
this is not recoverable from the Client.
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8
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CONFIDENTIALITY
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8.1
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In
consideration of the parties providing each other with, or allowing each
other access to, information under this Agreement, it is hereby agreed as
follows:
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(i) The
Consultant agrees to treat as confidential all information furnished to it by
the Client and will not disclose any such information to a Third Party, other
than a Statutory Authority with a right in the applicable law to demand such
disclosure, without the express consent of the Client.
(ii)
Except to the extent as required and necessary for the conduct of its business,
the Client agrees to treat all information and opinions furnished to it by the
Consultant, including presentations, opinions and reports, as confidential and
will not disclose such information to any Third Party, other than a Statutory
Authority with a right in the applicable law to demand such disclosure, without
the prior consent of the Consultant. While the Client may for the
purposes of this exercise use information presented by the Consultant, such
information shall remain the property of the Consultant.
Should
either Party desire, and notify the other party in advance, the sub-clauses 8.1
(i) and (ii) also mean that the purpose or existence of the assignment shall be
kept confidential.
The
obligations of the Parties to hold information confidential shall not apply to
such information which at the time of its disclosure is in the public domain, or
subsequently comes into the public domain other than by a breach of this
Agreement; or at the time of its disclosure is in the receiving party's lawful
possession or subsequently is received from another party who is lawfully in
possession thereof and not bound by any obligation of
confidentiality.
The
extent of these confidentiality provisions includes all information included in
any proposal made by the Consultant to the Client and the contents of this
Agreement.
No Party
makes any representation or warranty as to the accuracy, quality or completeness
of any information and no liability to any party or its representatives shall
result from its use.
Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 6
of 15
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9
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OBLIGATIONS
OF THE CLIENT
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9.1
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Compensation
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In
consideration of the Services performed by the Consultant under this Agreement,
the Client shall make to the Consultant such payments and in such manner as is
provided by Schedule B.
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9.2
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Indemnification of the
Consultant by the Client
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The
Client shall keep the Consultant, both during and after the term of this
Agreement, fully and effectively indemnified against all losses, damage,
injuries, deaths, expenses, actions, proceedings, costs and claims, including,
but not limited to, legal fees and expenses suffered by the Consultant or any
Third Party where such loss, damage, injury or death is the result of a wrongful
action, negligence or breach of Agreement of the Client or its employees or
agents.
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10
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OFFICIALS
NOT TO BENEFIT
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No monies
or other valuable consideration shall be knowingly used, directly or indirectly,
to influence, improperly or unlawfully any decision or judgement of any official
or any government or of any subdivision, agency or instrument thereof in
connection with the subject matter of the Agreement or in connection with any
contracts or dealings with third parties associated with the Services and which
the Consultant might reasonably have been expected to be aware
of. The Consultant agrees that it shall conduct its activities in
accordance with all applicable laws, rules, orders and regulations of
governmental and regulatory authorities having jurisdiction.
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11
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NO
CONSEQUENTIAL DAMAGES
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Notwithstanding
the provisions of Article 3.3, in no event shall any Party have any liability to
any other Party or its affiliates or subcontractors for any special, indirect,
exemplary, punitive or consequential loss or damage (including damages or claims
in the nature of lost revenue, income, profits or investment opportunities) and
each Party hereby releases and indemnifies the other Party from any such claimed
liability.
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12
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SETTLEMENT
OF DISPUTES
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12.1
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Amicable
Settlement
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The
Parties shall use their reasonable endeavours to settle amicably all disputes
arising out of or in connection with this Agreement or the interpretation
thereof.
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12.2
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Right to
Arbitration
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Any
dispute between the Parties as to matters rising pursuant to this Agreement
which cannot be settled amicably within ninety (90) days after receipt by one
Party of the other Party’s request for such amicable settlement, shall at the
option of either Party be referred to arbitration in the state of
Texas.
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13
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ASSIGNMENT
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13.1
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None
of the Parties may assign its rights or obligations hereunder without the
prior written consent of the other Party, except that the Client may
assign its rights and obligations hereunder to any affiliate or to any
joint venture or any other entity in which the Client or any affiliate of
either is a participant.
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Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 7
of 15
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14
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NOTICES
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14.1
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Any
notice, request or consent required or permitted to be given or made
pursuant to this Agreement shall be in writing. Any such
notice, request or consent shall be deemed to have been given or made when
delivered in person to an authorised representative of the Party to whom
the communication is addressed, or when sent by registered mail or
facsimile or by email to such Party at the following
address:
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For
the Client:
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Imperial
Oil & Gas Inc.
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Xxxxx
0000, 000 -0xx
Xxx XX, Xxxxxxx, XX X0X 0X0
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Attention:
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Xxxxxx
Xxxxxx
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E-Mail:
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xxxxxxxxx@xxxxxxxxx.xxx
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For
the Consultant:
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Mara
Energy, LLC
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0000
Xxxxxxx Xxxxx XX, Xxxxxxx, Xxxxxxx, X0X 0X0
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Attention:
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Xxxx
Xxxx
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E-Mail:
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xxxx0000@xxxx.xx
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14.2
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Notices
will be deemed to be effective as
follows:
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(a)
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in
the case of personal delivery or registered mail, on
delivery;
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(b)
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in
the case of facsimiles, one business day (being a day on which banks are
open for business in London, excluding weekends and public holidays in the
United Kingdom) following receipt of confirmed transmission
and
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(c)
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in
the case of email when sent.
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14.3
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A
Party may change its address for notice hereunder by giving the other
Party notice of such change pursuant to this Clause
14.
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Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 8
of 15
IN
WITNESS WHEREOF, the Parties hereto caused this Agreement to be executed in one
or more counterparts, attested by the hands of their proper officers duly
authorized in that behalf as of the date first written above.
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Imperial
Oil & Gas Inc. (the Client)
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Mara
Energy, LLC (the Consultant)
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/s/
Xxxxxx Xxxxxx
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/s/
Xxxx Xxxx
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By: Xxxxxx
Xxxxxx
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By:
Xxxx Xxxx
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Title:
CEO
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Title:
Managing Director
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Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 9
of 15
Schedule
A
Scope
of Services
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i.
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CORE
SERVICES
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The
Consultant will provide:
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·
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Assistance
with the first bridge financing to secure a suitable project essential as
a first step in the development of the Client’s new Oil and Gas business
beyond the Xxxxxxx project;
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·
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Full
and unencumbered preferential access for the Client to the Consultant’s
pipeline of opportunity;
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·
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Introductory
services for the sourcing of niche oil and gas projects for consideration
by the Client;
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·
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A
project scouting service with the needs and specifications of the Client
as priority;
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·
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Analysis
and screening of potential projects for submittal to the board of the
Client;
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·
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Right
of First Refusal to the Client to take up those
projects;
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·
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Working
with the Client on joint analysis of selected
projects;
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·
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A
perpetual licence, where it is applied to projects to which the Services
apply, to the Consultants proprietary T-PAD® funding
model;
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·
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Introductory
services for the financing of the Client’s oil and gas projects by T-PAD
or otherwise;
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·
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Assistance
with all financial modelling required for the financing of the Client’s
oil and gas projects, T-PAD or
otherwise;
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·
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Access
to the Inbustrade Europe, SL network of clients able to provide funding,
T-PAD or otherwise;
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·
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Assistance
with any follow on bridge financings required, T-PAD or
otherwise;
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·
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Contractual
/ legal assistance with oil and gas project
documentation;
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·
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Contractual
/ legal assistance with fund raising documentation, be it T-PAD or
otherwise;
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·
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Assistance
with project and / or funding marketing materials, be it T-PAD or
otherwise;
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·
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Language
services related to the above;
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·
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Maintenance
of a European presence to serve to up the Client’s profile regarding
potential funding, be it T-PAD or
otherwise;
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·
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Assisting
the Client with communication and language services with funders, be it
T-PAD or otherwise.
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ii.
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REPORTING
STRUCTURE
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Reports
to the Chief Executive Officer of the Client.
Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 10
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Schedule
B
Compensation
for Services
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i.
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Performance
related Payments,
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To be
made in accordance with the Net Profits Agreement between the Client and the
Consultant of January 19, 2010, a form of which is attached as Appendix
1.
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ii.
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Payment
Terms
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The
Client will pay the fee and expenses in accordance with the terms in Clause 5 of
this Agreement.
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iii.
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The
Consultant will invoice as follows:
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The
Consultant will invoice the client monthly promptly after the end of each
month.
Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 11
of 15
Appendix
1
NET
PROFITS AGREEMENT
This
Agreement made effective as of the 19 day of January, 2010
BETWEEN:
IMPERIAL OIL & GAS INC. a
body corporate, having an office at the City of Calgary, in the Province of
Alberta (hereinafter called “Grantor”)
-and-
MARA ENERGY, LLC, a body
corporate, having an office at the City of Vancouver, in the Province of British
Columbia (hereinafter called “Grantee”)
WHEREAS
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1.
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Grantee
has contacts with, knowledge of and/or existing and future access to high
growth potential oil and gas exploration and development opportunities in
Canada and the continental United States (“Prospects”);
and
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2.
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The
Grantee will at its own cost and risk examine, assess, negotiate,
re-engineer existing and future Prospects and report upon them to a
bankable standard as far as it is possible, in order to present
pre-qualified Prospects to the Grantor so that the Grantor may consider
and elect at its sole discretion to reject or to participate or otherwise
take an involvement in those Prospects;
and.
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3.
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The Grantee has the
capability and contacts, worldwide, to assist the Grantor in obtaining
financing by way of its capability of securing corporate finance from
financial institutions banks, and finance houses so that the
Grantor may have the opportunity to fund the development of the Prospects;
Grantee will assist where necessary in the preparation of any/all
marketing materials to help facilitate any fundraising;
and
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4.
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The
Grantor has agreed to reserve an interest to the Grantee in the Prospects
by way of a net profits interest as more particularly described
herein.
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Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 12
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NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the mutual premises and covenants
contained herein, the parties agree each with the other as follows:
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1.
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DEFINITIONS
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Except
as otherwise defined in this Agreement, each term used in this Agreement
including the recitals, will have the meaning given to it subject to the
following;
a. “Capital
Costs” means all capital costs incurred in the Prospects including, but not
limited to, the costs of drilling xxxxx, completion of xxxxx, equipping of xxxxx
for the taking of production, rework or recompletion of xxxxx and construction
of pipelines and facilities;
b. “Grantor”
means Imperial and Gas, Inc. together with any person, corporation or entity to
which it has assigned an interest in all or any portion of the
Prospects;
c. “Grantee”
means Grantee or any other entity or individual Grantee nominates to assign over
to the terms of this Agreement;
“Net
Proceeds of Production” means the gross proceeds of sale from or allocated to
the Grantee’s share of production of petroleum substances from the Prospects
less the Grantee’s share of:
all
payments for the lessor royalty under the title documents; and
all taxes
(other than income taxes) paid by the Grantee pursuant to the Regulations on the
equipment for the production of petroleum substances from the Prospects;
and
all
encumbrances applicable to petroleum substances produced from the Prospects;
and
all
reasonable operating costs applicable to production of petroleum substances from
the Prospects; and
all
reasonable facility fees and enrichment fees applicable to production of
petroleum substances from the Prospects; and
all land
and mineral lease acquisition costs related to the Prospects.
e. “Net
Profits Interest” means an interest in the Prospects which entitles the Grantor
to receive monthly an amount equal to 50 percent of the Net Proceeds of
Production;
f. “Payout”
means the first day of the month following the date when the Grantor recovers
out of the Net Proceeds of Production an amount equal to the Initial Funded
Amount;
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2.
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NET
PROFITS
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After
Payout, the Grantor agrees that the Grantee will be entitled to the Net Profits
Interest subject to the following conditions:
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i.
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the
Net Profits Interest will be reduced in proportion to the interest in the
Prospects retained by the Grantor.
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ii.
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the
Grantee will in no event be liable to pay for or advance any portion of
any costs and expenses including Capital Costs associated with the
Prospects, the same being solely a deduction from the Net Profits
Interest.
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iii.
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that
costs and expenses including Capital Costs in excess of the Net Proceeds
of Production shall be carried forward without limitation and deducted
from future Net Profits Interest payments, but shall not be carried back
so as to require any refund from the
Grantee.
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iv.
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The
Grantee may reduce, defer or waive, at its sole discretion, in part or
whole, its Net Profits Interest in the event that, in the sole opinion
of the Grantee, the Grantor experiences a necessity for
funds.
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Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 13
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3.
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MISCELLANEOUS
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a.
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If
any term or condition of this Agreement conflicts with a term or condition
of the title documents, then such term or condition in the title documents
shall prevail and this Agreement shall be deemed to be modified
accordingly.
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b.
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The
headings of the clauses of this Agreement are inserted for convenience of
reference only and shall not affect the meaning or construction
thereof.
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c.
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Whenever
the plural or masculine or neuter is used in this Agreement the same shall
be construed as meaning singular or feminine or body politic or corporate
and vice versa where the context so
requires.
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This
Agreement shall enure to the benefit of and be binding on the Parties and their
respective successors and permitted assigns and upon the heirs, executors,
administrators and assigns of natural persons who are or become Parties
hereto.
e. The
management of the Net Proceeds of Production under this Agreement from assets
located in the continental US shall be governed by the definitions contained in
Article I of the A.A.P.L. Form 610 – MODEL FORM OPERATING AGREEMENT - 1989 (a
copy of which is attached as Schedule “A” to this Agreement). The Net
Profits Interest will be calculated and paid in the lawful currency of the
United States of America for Prospects located in the United
States.
f. The
management of the Net Proceeds of Production from assets under this Agreement
located in Canada shall be governed by the definitions contained in clause 101
of the 1990 CAPL Operating Procedure (a copy of which is attached as Schedule
“B” to this Agreement). The Net Profits Interest will be calculated and paid in
the lawful currency of Canada for Prospects located in Canada.
The
Parties agree that this Agreement shall for all purposes be construed and
interpreted according to the laws of the Province of Alberta and that the courts
having jurisdiction with respect to any matter or thing arising directly or
indirectly relating to this Agreement, or the relationship between the
Parties, shall be the courts of said Province, to the jurisdiction of which
courts the Parties by their execution of this Agreement do hereby
submit.
This
Agreement may be executed in counterpart and when each Party has executed a
counterpart, all counterparts taken together shall constitute one
agreement.
The terms
of this Agreement express and constitute the entire agreement between the
Parties insofar as the specific subject matter contained in this
Agreement. No implied covenant or liability of any kind on the part
of the Parties is created or shall arise by reason of these presents or anything
contained in this Agreement.
This
Agreement supersedes and replaces all previous agreements, memoranda or
correspondence, whether written or oral among the parties with respect to the
subject matter of this Agreement.
Each of
the parties shall from time to time and at all times do such further acts and
execute and deliver such further deeds and documents as shall be reasonably
required in order to fully perform and carry out the terms of this
Agreement.
If any
portion of this Agreement shall be or deemed to be unenforceable, illegal or
invalid, the remaining portions of the Agreement shall not be affected
thereby.
Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
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Time is
of the essence of this Agreement.
The
two-year period for seeking a remedial order under section 3(1)(a) of the
Limitations Act, R.S.A. 2000 c.L-12, as amended, for any claim (as defined in
that Act) arising in connection with this agreement is extended to:
i. for
claims disclosed by an audit, two years after the time this agreementpermitted
that audit to be performed; or
for all
other claims, four years.
Each of
the Parties represents and warrants that it now has or is entitled to have full
right, full power and absolute authority to enter into this
Agreement.
The
addresses for notice for the parties are:
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Mara
Energy, LLC.
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Imperial
Oil and Gas Inc.
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Xxxxx
000, #000
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Xxxxx
0000, 144 -4th
Ave SW
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Calgary,
AB T3G 3Y6
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Xxxxxxx,
XX X0X 0X0
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| Email: xxx@xxxxxxxxxxxx.xxx | Email: xxx@xxxxxxxxxxxx.xxx |
IN WITNESS WHEREOF the parties
hereto have executed and delivered this Agreement as of the day and year first
above written.
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MARA
ENERGY, LLC.
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IMPERIAL
OIL & GAS INC.
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Name:
Xxxxx Xxxxxx
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Name:
Xxxxx Xxxxxx
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Title:
Director
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Title:
Director
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Consulting
Services Agreement, Imperial Oil & Gas Inc. and Mara Energy,
LLC
Page 15
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