INVESTOR RELATIONS SERVICE AGREEMENT
This
agreement ("agreement") is made and entered into June 13, 2005 ("Effective
Date") by and between Eclips Ventures International ("Eclips"), a corporation
based in the Netherlands, located at Xxxxxxxxxxxxx 000, 0000 XX, Xxxxxxxxx and
Triangle Petroleum, a Nevada (United States) Corporation based in Calgary,
Alberta and located at Xxxxx 0000, 000 Xxxxxx Xxxxxx, XX, Xxxxxxx, Xxxxxxx, X0X
0X0 hereafter known as “Client”.
1. Terms
Terms
(first term) of this agreement will take effect on 06/13/05 (“execution date”)
and will be terminated on 06/13/06.
2.
Client
Obligations
2.1 Client
shall provide Eclips with reliable corporate information and contacts regarding
Triangle Petroleum’s business and stock in order to facilitate Eclips’
obligations hereunder.
2.2 Client
shall provide information that is legally allowable under all SEC and other
government law in regards to statements made.
3.
Liability
3.1 Client
understands that Eclips makes no warranties on results of the investor relations
program.
3.3
Eclips will not be responsible for any false claims or misleading statements
made by Client.
4.
Recommendations
4.1 Client
understands that Eclips is not a broker dealer or registered
investment
advisor and is not acting in any way to make recommendations to the purchase of
sale of any security.
4.2 Client
understands that Eclips will make no offer to buy or sell
securities.
4.3
Eclips will recommend that any visitor/member/contact/subscriber considering
trading or investing in the publicly traded company Triangle Petroleum (ticker:
TPLM) do so only after speaking with a stockbroker or registered financial
advisor.
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5.
Fees
| 5.1 |
Fees
for the investor relation services will be delivered in accordance with
the following schedule: |
Eclips
shall receive three hundred thousand (300,000) shares of Triangle Petroleum, due
within 4 weeks after signing of this agreement.
5.2 Client
understands that fees are non-refundable and binding upon signature.
5.3 Eclips
will make full disclosure of payment from client in accordance with the
requirements of the appropriate exchange at all times.
6.
Services
to be performed
During
the term of this agreement, for the purpose of raising investor awareness in
Triangle Petroleum, Eclips will provide services including but not limited
to:
- prepare
a report on Triangle Petroleum and disseminate it to the various databases of
Eclips.
- produce
a profile page of Triangle Petroleum and display the information on the various
internet properties it owns.
- write
updates about Triangle Petroleum when newsworthy events occur and disseminate
the updates to the various databases and internet properties of
Eclips.
-
interview an executive of Triangle Petroleum and place the interview on its
internet properties.
- handle
the European media relations, shareholder and investor communications for
Triangle Petroleum.
- utilize
partner network to increase the investor awareness for Triangle
Petroleum
7.
Hold
Harmless
Eclips
agrees to hold client harmless against any and all claims for loss, liability,
damages, judgments, civil charges arising out of or in connection with the
services done or to be performed and in connection with or arising out of the
acts or negligent omissions of Eclips.
Client
agrees to hold Eclips harmless against any and all claims for loss, liability,
damages, judgments, civil charges arising out of or in connection with the
services done or to be performed and in connection with or arising out of the
acts or negligent omissions of client.
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8.
Notices
Any
notices required or permitted to be given under this Agreement shall be
sufficient if in writing sent via facsimile to the principal office of each
party.
9.
Jurisdiction
and Venue
It is the
intention of the parties hereto that this Agreement and the performance
hereunder and all suits and special proceedings hereunder bed construed in
accordance with and under pursuant to the laws of The United States. Therefore,
each of the parties hereby consents to the jurisdiction and venue of the courts
of The United States.
5.
Entire
Agreement
This
Agreement constitutes and embodies the entire understanding and agreement of the
parties and supersedes and replaces all prior understandings, agreement and
negotiations between the parties.
|
Eclips
Ventures Intl.
|
Triangle Petroleum Corporation | ||
| By: /s/ XXXXXX XXXXX | By:/s/ XXXX XXXXXXXXX | ||
|
Name: Xxxxxx Xxxxx |
Name: Xxxx Xxxxxxxxx | ||
| Title: Managing Director | Title: President & CEO |
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