CONSULTING AGREEMENT
THIS AGREEMENT dated for reference the 15th of September, 2007.
BETWEEN:
XXXXX XXXXX, a businessman of
0000 X 00xx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0
(the “Consultant”)
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 Consultant has certain expertise in the field of oil and gas exploration related to the Business; |
| C. |
The Company desires to retain the Consultant 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 Consultant 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:
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1.00
APPOINTMENT
1.01
The Company hereby engages the Consultant in such capacity to the board
of directors of the Company and the Consultant hereby accepts such engagement
and agrees to serve as Consultant on a full 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 Consultant hereunder will be for a term of one
(1) year commencing as and from March 1, 2007 (the “Term”), subject to earlier
termination as provided for herein.
2.02 Unless this Agreement and the engagement of the Consultant 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 Consultant 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 Consultant
hereunder:
| (a) |
the Company shall pay to the Consultant the sum of Thirty Six Thousand US Dollars (USD $36,000.00) per year payable in 12 equal monthly instalments of Three Thousand US Dollars (USD $3,000.00); | |
| (b) |
Remuneration shall be payable on the 15th business day of each calendar month of the Term, with the first of such instalments payable on September 15, 2007; | |
| (c) |
Currently an amount of $18,000.00 is due to the Consultant for the services provided to date (the “Arrears”). The Arrears to be paid to the Consultant as follows: |
| i. |
On September 15th - $12,000; | |
| ii. |
On September 30th - $3,000; | |
| iii. |
On October 15th - $3,000. |
| (e) |
the Company will reimburse the Consultant for all travelling expenses incurred while travelling as required by the President and other reasonable out-of-pocket expenses of the Consultant actually and properly incurred in connection with the discharge of his duties hereunder, provided that the Consultant 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 Consultant 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 (a) of this Agreement. If the parties fail to agree on the remuneration to be paid to the
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Consultant 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
PROFESSIONAL
RESPONSIBILITIES
4.01
The Consultant will serve the Company as an administrator and will
provide business advice and management services to the Company.
4.02 The Consultant will have full power and authority to manage, direct and control the day to day business and affairs of the Business, excepting only such matters and duties as by law may be transacted or performed only by the board of directors or shareholders of the Company with the rights, privileges and duties of the position of Consultant as defined by the Company from time to time.
4.03 The Consultant will devote the whole 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.
5.00
CONFIDENTIALITY
5.01
The Consultant 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 Consultant for cause, including, but not limited to, a breach by the Consultant of any of the terms and conditions of this Agreement, and | |
| (b) |
by no less than one (1) month 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
Consultant will be entitled to a total of two (2) 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
4
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.
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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.
| SIGNED, SEALED AND DELIVERED | ) | |
| by | ) | |
| in the presence of: | ) | |
| ) | /s/ Xxxxx Xxxxx | |
| ) | ||
| Signature of Witness | ) | XXXXX XXXXX |
| ) | ||
| Name (print) | ) | |
| ) | ||
| Address | ) | |
| ) | ||
| Occupation | ) | |
| THE CORPORATE SEAL OF | ) | |
| Quantum Energy Inc. | ) | |
| was affixed hereto in the presence of: | ) | |
| ) | ||
| /s/ Xxxxx Xxxxx | ) | |
| ) | c/s | |
| Authorized Signatory | ) |
