CONSULTING AGREEMENT
Exhibit
10.1
THIS
AGREEMENT
made
with effect from the 1st day of July, 2008 (the “Effective Date”)
BETWEEN:
RWH
Management Services Ltd.
00
Xxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxx, X0X 0X0
(the
“Consultant”)
AND:
Elmworth
Energy Corporation
0000,
000
- 0xx Xxxxxx XX, Xxxxxxx, Xxxxxxx, X0X 0X0
(the
“Company”)
RECITALS:
A. The
Company has requested RWH Management Services Ltd. (" the Consultant") to
provide technical support for the Company; and
B. The
Company has agreed to pay the fees for work undertaken on behalf of the Company,
on the terms and conditions contained herein.
WITNESSES
THAT in
consideration of the premises, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree
as
follows:
ARTICLE
1
DEFINITIONS
AND INTERPRETATION
1.1 Entire
Agreement
This
Agreement supersedes all previous invitations, proposals, letters,
correspondence, negotiations, promises, agreements, covenants, conditions,
representations and warranties with respect to the subject matter of this
Agreement. There is no representation, warranty, collateral term or condition
affecting this Agreement for which any party can be held responsible in any
way,
other than as expressed in writing in this Agreement.
1.2 Amendments
No
change
or modification of this Agreement will be valid unless it is in writing and
signed by each party to this Agreement.
1.3 Invalidity
of Particular Provision
It
is
intended that all of the provisions of this Agreement will be fully binding
and
effective between the parties. In the event that any particular provision or
provisions or a part of one or more is found to be void, voidable or
unenforceable for any reason whatsoever, then the particular provision or
provisions or part of the provision will be deemed severed from the remainder
of
this Agreement. The other provisions of this Agreement will not be affected
by
the severance and will remain in full force and effect.
1.4 Governing
Law
This
Agreement will be governed by and construed in accordance with the laws of
the
Province of Alberta and the laws of Canada applicable in such
Province.
ARTICLE
2
SERVICES
AND REMUNERATION
2.1 Services
The
Consultant agrees to use its reasonable efforts to:
(a) Provide
technical support for the Company’s exploration programs; and,
(b) Assist
the President of the Company as requested.
2.2 Remuneration
For
providing the services set out in 2.1 above, the Company agrees to pay the
Consultant $15,000 plus GST per month.
2.3 Consultant
Not Employee
The
parties agree that the Consultant is not an employee of the Company and, as
such, save as required by law; there shall be no deductions for any statutory
withholdings such as income tax, Canada Pension Plan, Unemployment Insurance
or
Worker’s Compensation.
2.4 Statutory
Withholdings
The
Consultant agrees to make and remit all statutory withholdings as may be
required to be made by the Consultant in connection with the performance of
its
services for the Company.
ARTICLE
3
GENERAL
OBLIGATIONS OF THE CONSULTANT
3.1 The
Company’s Ownership of Rights
The
Consultant acknowledges and agrees as follows with respect to the ownership
of
rights by the Company and the limitation of the Consultant’s
rights:
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(a)
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The
Consultant acquires no rights in any inventions or developments or
work
products, including, but not limited to, documents, written materials,
programs, designs, discs and tapes (the “Work Products”) resulting from,
derived from or otherwise related to the performance of the Services
by
the Consultant or the Confidential Information. All such inventions,
developments and Work Products are the property of the Company. The
Consultant will promptly and duly execute and deliver to the Company
such
further documents and assurances and take such further action as
the
Company may from time to time request in order to more effectively
carry
out the intent and purpose of this section, and to establish and
protect
the rights, interests and remedies of the
Company.
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(b)
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The
Consultant will not at any time apply for any copyright, trade xxxx,
patent, or other intellectual property protection which would affect
the
ownership by the Company of any rights in the intellectual property
associated with the Work Products or file any document with any government
authority anywhere in the world or take any other action which could
affect such ownership of any intellectual property associated with
the
Work Products or aid or abet anyone else in doing
so.
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ARTICLE
4
TERM
This
Agreement will take effect on the Effective Date and will continue in full
force
and effect until December 31, 2008 whereupon this agreement shall be terminated
unless approved in writing by both parties.
ARTICLE
5
UNAUTHORIZED
DISCLOSURE
Unauthorized
Disclosure
The
consultant acknowledges that:
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(a)
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The
Consultant will be provided with access to confidential and proprietary
information and knowledge relating to the business of the Company
and the
affairs of clients and prospective clients of the Company; and
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(b)
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The
Consultant will be advanced and promoted by the Company to clients
and
prospective clients of the Company as a person of special competence
in
the fields comprising the business of the
Company.
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The
information and knowledge referred to in paragraph (a) above collectively
comprises an important and valuable asset of the Company and the parties hereto
agree and acknowledge that any disclosure or unauthorized use of any such
information or knowledge by the Consultant will cause damage to the Company.
ARTICLE
6
LIABILITIES
AND INDEMNITIES OF THE CONTRACTOR AND THE COMPANY
Liability
and Indemnity of the Consultant
The
Consultant shall be liable to the Company for any loss or damage arising out
of
or attributable to the acts or omissions of the Consultant, its agents,
subcontractors or employees.
The
Consultant shall indemnify and hold harmless the Company, its directors,
officers, employees and agents from and against all claims, demands, losses,
costs, damages, suits or proceedings whatsoever (collectively referred to as
“Claims”) that arise out of or are attributable to any act or omission of the
Consultant or its employees, subcontractors or agents, and the costs thereof,
including, without limitation, all legal expenses on a solicitor and client
basis, except where such Claims are caused by the negligence of the
Company.
The
Consultant shall be liable for and shall indemnify and save harmless the Company
and each of its representatives, directors, officers, employees and agents,
with
respect to any income taxes payable by the Consultant as a result of this
Agreement, or for any contributions and penalties imposed on the Company by
any
governmental or other public authority having jurisdiction, for failure by
the
Consultant to comply with payment and contribution requirements pursuant to
the
Workers’ Compensation Act, Canada Pension Plan Act, Unemployment Insurance Act
and Income Tax Act.
Liability
and Indemnity of the Company
The
Company shall be liable to the Consultant and its employees for any loss or
damage arising out of or attributable to the acts or omissions of the Company,
or its employees.
The
Company shall indemnify and hold harmless the Consultant and each of its
directors, officers, and employees, from and against all Claims that arise
out
of or are attributable to any act or omission of the Company or its employees
or
agents, and the cost thereof, including, without limitation, all legal expenses
on a solicitor and client basis, except where such Claims are caused by the
negligence of the Consultant.
The
Company shall be liable for and shall indemnify and save harmless the
Consultant, its directors, officers, employees and sub-contractors, with respect
to any income taxes payable by the Company or for any contributions and
penalties imposed on the Consultant by any governmental or other public
authority having jurisdiction, for failure by the Company to comply with payment
and contribution requirements pursuant to the Workers’ Compensation Board Act,
Canada Pension Plan Act, Unemployment Insurance Act and Income Tax Act.
ARTICLE
7
CONFIDENTIALITY
Confidentiality
The
Consultant shall keep in confidence and shall not disclose or make available
to
third parties or in any other way make use of any materials or information
the
Company provides to the Consultant pursuant to this Agreement, other than to
the
extent necessary to provide its services set out herein. Upon termination of
this Agreement, the Consultant will return to the Company all materials that
have been provided to the Consultant by the Company.
ARTICLE
8
GENERAL
Arbitration
All
disputes arising out of or in connection with this contract, or in respect
of
any defined legal relationship associated therewith or derived therefrom, shall
be referred to and finally resolved by arbitration pursuant to the provisions
of
the Arbitration Act of Alberta.
Notices
Any
notice, direction, request or other communication required or contemplated
by
any provision of this Agreement shall be given in writing and shall be given
by
delivering or faxing same to the Company or the Consultant, as the case may
be,
as follows:
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(a)
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To
the Consultant at:
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RWH
Management Services Ltd.
00
Xxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxx, X0X 0X0
Attention:
Xxx Xxxxxxx
|
(b)
|
To
the Company at:
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Elmworth
Energy Corporation
0000,
000
- 0xx Xxxxxx XX, Xxxxxxx, Xxxxxxx, X0X 0X0
Attention:
Xxxx Xxxxxxxxx
Any
such
notice, direction, request or other communication shall be deemed to have been
given or made on the date on which it was delivered or, in the case of fax,
on
the next business day after receipt of transmission. Either party may change
its
fax number or address for service from time to time by notice in accordance
with
the foregoing.
Laws
This
Agreement is governed by the laws of the Province of Alberta.
Enurement
This
Agreement shall enure to the benefit of and be binding on the parties and their
respective heirs, executors, administrators, successors and
assigns.
IN
WITNESS WHEREOF
the
parties have executed this Agreement.
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Per
authorized signatory
/s/
XXX X. XXXXXXX
RWH
Management Services Ltd.
|
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Per
authorized signatory:
/s/
XXXX XXXXXXXXX
Elmworth
Energy Corporation
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