CONSULTING AGREEMENT Effective October 15, 2007 Between Northern Alberta Oil Ltd. A company incorporated pursuant to the laws of the Province of Alberta (herein referred to as the “Company”) And Picoplat Consulting Inc. A company incorporated pursuant...
Exhibit
10.39
Effective
October 15, 0000
Xxxxxxx
Xxxxxxxx
Xxxxxxx Oil Ltd.
A
company
incorporated pursuant to the laws of the Province of Alberta
(herein
referred to as the “Company”)
And
Picoplat
Consulting Inc.
A
company
incorporated pursuant to the laws of the Province of Alberta
(herein
referred to as the “Consultant”)
WHEREAS
the Company is engaged in the development and exploitation of heavy oil and
gas
and desires to enter into a production stage in its leases in Alberta, Canada
(the “Projects”), which are currently owned by the Company
WHEREAS
the Consultant employs the services of Xxxxxxxxx Xxxxxxxxxx (“Xxxxxxxxxx”) an
Engineering Technologist, who has substantial knowledge and expertise, related
to oil and gas recovery in the Western Sedimentary Basin.
WHEREAS
the Company wishes to obtain the expertise and knowledge of the Consultant
in
order to make use of the Projects specifically related to heavy oil and gas
in
the Province of Alberta, Canada.
AND
WHEREAS the Consultant has agreed to perform services for the Projects in
accordance with the terms and conditions set out in this agreement.
NOW
THEREFORE in consideration of the mutual covenants and agreements contained
herein the parties agree as follows:
Consulting
Services
1. Scope
of Consulting Services.
The
Company hereby retains the Consultant to render to the Company advice,
consultation, assistance and expertise with respect to the use, development
and
exploitation of the Projects, and to perform such reasonable services as the
Company requests relating hereto. Without restricting the generality of the
foregoing, the Consultant agrees to make the services of Xxxxxxxxxx available
to
the Company 40 hours per week. The actual hours of work are determined by the
Consultant.
2. Time
Requirments.
The
Consultant shall not be required to devote any additional number of hours in
performing his duties hereunder, so long as Xxxxxxxxxx provides the minimum
hours for consulting services provided for in this Agreement.
3. Term.
The
Consultant Agreement hereunder will commence on the date hereof (the “Effective
Date”) and expire on October 15, 2008 unless earlier terminated pursuant to
Section 5. In the event that the Company and the Consultant wish the services
to
continue past October 15, 2008, the terms and conditions of this Agreement
shall
remain in effect on a month to month basis until a new Agreement is
reached.
4. Compensation.
In
consideration of the services provided by the Consultant, the Company agrees
to
compensate the Consultant with the following:
(a) Fees.
The
Company will pay the Consultant an hourly rate of $60.00 per hour plus Goods
and
Services/Harmonized Sales Tax (GST) up to April 15, 2008, and thereafter at
an
hourly rate of $66.00 per hour plus Goods and Services/Harmonized Sales Tax
(GST). Any work performed in excess of the 40 hour work week, as so directed
by
Xxxxxx Xxxxxx the geologist, will be billed at time and a half. The Consultant
will submit a detailed invoice to the Company for all work performed. The
invoices will be paid by the Company within 15 days of receipt.
(b) Reimbursement
of Expenses.
The
Company agrees to reimburse the Consultant
for
all
business, parking and travel expenses incurred by the Consultant. (If Consultant
uses its own vehicle, the reimbursement is at a rate of $0.50 per kilometer
or
at a rate mutually agreed to by both parties).
The
Consultant shall be solely responsible for reporting income and complying with
the applicable requirements in respect of Employment Insurance, Canada Pension,
Worker’s Compensation and Income Tax legislation.
5. Terminaton.
(a). Termination
by the Company with Cause.
Notwithstanding anything to the contrary contained herein and subject to any
opportunity to cure on the part of the Consultant, the Company may for cause
terminate the Consultant’s engagement hereunder upon written notice to the
Consultant specifying the reasons of the cause for termination. As used herein,
the term “Cause” shall mean: (i) a material breach by the Consultant of any of
the terms and conditions of this Agreement, and (ii) misappropriation of the
Company’s assets or any dishonest, unethical, fraudulent or felonious act
committed or engaged in by the Consultant. With respect to a material breach
of
this Agreement, by the Consultant, the Company shall provide the Consultant
with
written notice of the alleged material breach and a period of 30 days from
the
written notice to cure such matter. In other cases where the Company elects
to
terminate this Agreement for Cause, such termination shall be effective upon
receipt of the Company’s written notice to the Consultant and the Consultant
will receive an unconditional payment for all hours worked to the effective
date
of termination.
(b). Termination
by the Company or by the Consultant Without Cause.
Notwithstanding Section 3, the Company and the Consultant may terminate this
Agreement and the consulting services by giving 60 days prior written notice.
In
the event the Company provides notice and desires to immediately discontinue
the
services of the Consultant, the Company will pay the Consultant a lump sum
payment equivalent to the number of hours the Consultant would have worked
over
the 60 day period.
(c). Return
of Company Property.
Immediately upon the termination of this Agreement, the Consultant shall return
all property, including documents and electronic data, of the
Company.
6. Independent
Contractor.
In the
performance of the Consultant’s duties and obligations under this Agreement, it
is mutually understood and agreed that the Consultant is at all times acting
and
performing as an independent contractor and nothing herein shall be construed
as
creating an employer-employee relationship between the Company and the
Consultant. The Consultant and Xxxxxxxxxx are not, in any capacity, the agent,
servant or employee of the Company. During the term of this Agreement, The
Consultant and Xxxxxxxxxx are free to engage in similar activities for persons
and entities other than the Company. The Consultant and the Company shall not
represent to third parties that their relationship with the Company is anything
other than that of a consultant or independent contractor.
7. Non-Disclosure
of Corporate Information.
It is
understood that during the course of its engagement hereunder, the Consultant
may have access to and become familiar with certain propriety and confidential
information of the Company. During the term of this Agreement and thereafter,
the Consultant agrees to hold such information on confidence and agrees not
to
disclose, disseminate or distribute to any other person or entity any of the
proprietary and confidential information of the Company, whether for the
Consultant’s benefit or otherwise, except as required in the performance of the
Consultant’s duties hereunder. The parties agree that the term “proprietary and
confidential information” of the Company does not include: (i) information
generated independently by the Consultant, (ii) information obtained by the
Consultant from sources other than the Company, or (iii) information that is
in
the public domain at the time of its disclosure by or to the
Consultant.
8. Assignment.
The
Consultant agrees that this Agreement is personal and the Consultant may not
assign or delegate its duties under this Agreement to any other person or entity
without the prior written approval of the Company.
9. Representations
and Warranties of the Consultant.
The
Consultant hereby represents and warrants that the execution and performance
of
this Agreement will not constitute a breach of any agreements or contracts
binding on the Consultant as of the date thereof.
10. Notices.
All
notices or other communications provided for herein shall be in writing and
shall be delivered by electronic mail or registered mail (return receipt
requested), courier or facsimile as follows:
If
to
Consultant:
Picoplat
Consulting Inc.
Xxxxxxxxx
X. Xxxxxxxxxx
0000
Xxxxx Xxxxx Xx. XX
Xxxxxxx,
Xxxxxxx X0X 0X0
TEL:
(000) 000-0000
FAX:
(000) 000-0000
If
to
Company:
Northern
Alberta Oil Ltd.
Attn:
President
510,
Royal Bank Building
00000
Xxxxxx Xxxxxx
Xxxxxxxx,
Xxxxxxx X0X 0X0
TEL:
(000) 000-0000
FAX:
(000) 000-0000
|
Mailed
notice shall be considered effective on the third business day after
being
postmarked. Notice delivered by courier shall be effective on the
date of
delivery. Delivery by facsimile or electronic mail shall be considered
effective on the date of proper transmittal provided such transmittal
occurred during normal working hours for the recipient, and if not,
then
on the next business day.
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11. Entire
Agreement.
This
Agreement embodies a complete and entire agreement and supersedes all prior
negotiations, agreement and understandings related to the subject matter hereof.
No amendments or modifications to this Agreement shall be binding upon any
party
hereto unless set forth in writing and executed by each party
hereto.
12. Governing
Law/Dispute Resolution.
This
Agreement shall be constructed under and in accordance with the laws of the
Province of Alberta, Canada. Any dispute or controversy arising under this
Agreement must be resolved in binding arbitration.
13. Counterparts.
This
Agreement may be executed in any number of counterparts, all of which will,
for
all purposes, constitute one agreement binding on the parties hereto,
notwithstanding that all parties hereto may not have executed the same
counterpart.
14. Further
Assurances.
In
connection with this Agreement, as well as all other transactions contemplated
hereby, the Parties agree to execute and deliver such additional documents
and
instruments and to perform such additional acts as may be necessary to carry
out
terms, provisions and conditions of this Agreement.
IN
WITNESS WHEREOF the Parties have executed this Agreement as of the day and
year
first above written.
| Picoplat Consulting Inc. | Northern Alberta Oil Ltd. | |||
| Per: | /s/ Xxxxxxxxx Xxxxxxxxxx | Per: | /s/ Xxxxxx Xxxxxxx | |
|
Name: Xxxxxxxxx Xxxxxxxxxx |
Name: Xxxxxx Xxxxxxx |
|||
| Title: President | Title: President | |||
Deep
Well Oil & Gas Inc.
| Per: | /s/ Xxxxx X. Xxxxxx | |||
|
Name:
Xx. Xxxxx X. Xxxxxx
Title:
CEO/President
|
