================================================================================
AGREEMENT
THIS AGREEMENT dated for reference the 28th day of February,
2007.
BETWEEN:
X. Xxxxx Enterprises Ltd., a company incorporated under the
laws of British Columbia with its registered and records
office at 103 - 000 Xxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0, Xxxxxx
(the "Adviser")
OF THE FIRST PART
AND:
Quantum Energy Inc. a company incorporated
under the laws of Nevada with its business offices at
1880 - 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
(the "Company")
OF THE SECOND PART
WHEREAS:
A. The Company carries on business as oil and gas exploration
(the "Business");
B. The Adviser has certain expertise in the field of oil and gas
exploration related to the Business and the Company desires to retain the
Adviser to perform services for the Company and the Business in accordance with
the terms and on the conditions set forth in this Agreement;
C. The Adviser has agreed to provide these services to the Company and to the
Business in accordance with the terms and on the conditions as hereinafter set
forth and the parties hereto are entering into this Agreement to record their
respective rights and obligations in connection with the Business.
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, mutual
covenants and Agreements herein contained, the parties hereto covenant and agree
with each other as follows:
1.00 APPOINTMENT
1.01 The Company hereby engages the Adviser as an Adviser to the board of
directors of the Company and the Adviser hereby accepts such engagement and
agrees to serve as Adviser on a part time basis throughout the Term (as
hereinafter defined) on the terms and conditions herein set forth.
2.00 TERM
2.01 The engagement of the Adviser hereunder will be for a term of one (1) year
commencing as and from February 28, 2007 (the "Term"), subject to earlier
termination as provided for herein.
2.02 Unless this Agreement and the engagement of the Adviser hereunder is
otherwise terminated prior to the expiration of the Term, the Term may be
renewed for further terms of one (1) year each at the option of the Company,
provided the Company gives the Adviser at least one (1) months' notice in
writing of its intention not to renew the Term.
3.00 REMUNERATION
3.01 In consideration of the services to be rendered by the Adviser
hereunder:
(a) the Company will pay to the Adviser the sum of Forty Two
Thousand US Dollars (USD $42,000.00) per year payable in 12
equal monthly instalments of Three Thousand Five Hundred US
Dollars (USD $3,500.00) which amount will be payable on the
15th business day of each calendar month of the Term, with the
first of such instalments payable on Xxxxx 00, 0000,
(x) the Company will reimburse the Adviser for all travelling
expenses incurred while travelling as required by the
President and other reasonable out-of-pocket expenses of the
Adviser actually and properly incurred in connection with the
discharge of his duties hereunder, provided that the Adviser
furnishes to the Company all necessary receipts and statements
with respect to such expenses as and when required by the
Company.
3.02 The remuneration to be paid to the Adviser by the Company hereunder will be
subject to annual review by the Company's board of directors and will be agreed
upon between the parties hereto but will never be less than the amount
established in Paragraph 3.01 of this Agreement. If the parties fail to agree on
the remuneration to be paid to the Adviser by the Company hereunder, the amount
of such remuneration will be determined by arbitration pursuant to the
provisions of paragraph 8.00 hereof.
4.00 TERMS AND CONDITIONS OF ENGAGEMENT
4.01 The Adviser will provide business advice and management
services to the Company.
4.02 The Adviser will have full power and authority to engage and oversee
progress of the work of the accountants and auditors of the Company, to engage
and negotiate agreements with legal advisers. The Adviser will have full power
to do any acts in order to ensure the Company's compliance with the securities
laws in all the jurisdictions of the United States and Canada as may be required
and advised by the legal advisers.
4.03 The Adviser will devote not less than Twenty (20) hours per week of his
business time, attention and ability to the Business and will well and
faithfully serve the Company during the continuance of his term of engagement
hereunder and will use his best efforts to promote the interests of the Company
and its Business. Any Advisor's services required by the Company in excess of
the Twenty (20) hours per week will be compensated to the Adviser by the Company
at a rate of Forty Five US Dollars (USD$45.00) per hour.
5.00 CONFIDENTIALITY
5.01 The Adviser will not disclose the private affairs or trade secrets of the
Company or the Business and will not use for his own purposes or for purposes
other than those of the Company and the Business, any confidential information
he may acquire in relation to the Company or the Business.
6.00 TERMINATION
6.01 This Agreement may be terminated in the following manner and
in the following circumstances:
(a) at any time by notice in writing from the Company to the Adviser
for cause, including, but not limited to, a breach
by the Adviser of any of the terms and conditions of this
Agreement, and
(b) by no less than two (2) months notice in writing given by either
party to the other, which notice in writing may be given at any
time.
7.00 VACATIONS
7.01 During the Term of this Agreement, or any renewal thereof, the Adviser will
be entitled to a total of four (4) weeks paid vacation in each calendar year and
all other holidays as may from time to time be required by law. Such vacations
will be taken at such times as the Company's board of directors may from time to
time determine having regard to the operation of the Business.
8.00 ARBITRATION
8.01 If there is any disagreement between the parties hereto with respect to the
terms of this Agreement or the interpretation thereof, the same will be referred
to a single arbitrator pursuant to the Commercial Arbitration Act (B.C.), and
any amendments thereto, and the determination of such arbitrator will be final
and binding upon the parties hereto.
9.00 INTERPRETATION
9.01 Each provision of this Agreement is declared to constitute a separate and
distinct covenant and will be severable from all other such separate and
distinct covenants.
9.02 If any covenant or provision is determined to be void or unenforceable, in
whole or in part, it will not be deemed to affect or impair the enforceability
or validity of any other covenant or provision of this Agreement or any part
thereof.
9.03 The headings in this Agreement form no part of the agreement between the
parties and will be deemed to have been inserted for convenience only and will
not affect the construction hereof.
9.04 Wherever the singular or the masculine is used herein, the same will be
deemed to include the plural or the feminine or the body politic or corporate
where the context or the parties so require.
10.00 GOVERNING LAW
10.01 This Agreement will, in all respects, be governed by and construed in
accordance with the laws of the Province of British Columbia.
11.00 FURTHER DOCUMENTS
11.01 The parties will execute such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the intent of this Agreement.
12.00 NOTICE
12.01 Any notice in writing required or permitted to be given to either party
hereunder will be deemed to have been well and sufficiently given if mailed by
prepaid registered mail or delivered or telecopied to the address of the party
to whom it is directed set forth on page 1, or such other address as either
party may from time to time direct in writing and any such notice will be deemed
to have been received, if mailed, three (3) business days after the date of
mailing and, if delivered or telecopied, upon the date of delivery or telecopy.
If normal mail service is interrupted by strike, slow down, force majeure or
other cause, a notice sent by mail will not be deemed to be received until
actually received, and the party sending the notice will deliver such notice in
order to ensure receipt thereof.
13.00 ENTIRE AGREEMENT
13.01 The provisions herein constitute the entire agreement between the parties
and supersede all previous expectations, undertakings, communications,
representations and agreements whether verbal or written between the parties
with respect to the subject matter hereof.
14.00 NO PARTNERSHIP
14.01 No agency or partnership is hereby created between the parties and no
representations will be made by either party which would create any apparent
agency or partnership between the parties hereto.
15.00 ENUREMENT
15.01 The provisions of this Agreement will enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
successors and assigns.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
THE CORPORATE SEAL OF )
X. Xxxxx Enterprises Ltd. )
was affixed hereto in the presence of: )
)
/s/ Xxx Xxxxx ) c/s
--------------------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
THE CORPORATE SEAL OF )
Quantum Energy Inc. )
was affixed hereto in the presence of: )
)
/s/ Xxxxx Xxxxx ) c/s
--------------------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
