CONSULTING SERVICES AGREEMENT
Exhibit
10.1
THIS AGREEMENT is made as of
the 1st day of January, 2009
BETWEEN:
Offshore Petroleum Corp. a
corporation incorporated under the laws of the State of Delaware
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(herein
called the “Corporation”)
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Party of the First Part
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- and
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Xxxxx Capital Ltd., a
corporation incorporated under the laws of the Province of Ontario,
Canada.
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(herein
called “Consultant”)
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Party of the Second Part
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RECITALS:
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A.
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The Corporation
wishes to engage the Consultant to assist the Corporation to go public and
provide administrative services.
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B.
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The
Consultant wishes to accept this engagement by the
Corporation.
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NOW
THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED IN
THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS
FOLLOWS:
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1.
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DEFINITIONS
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In this
Agreement,
“Agreement” means this
agreement as it may be amended from time to time;
“Compensation” means amounts
set out in Section 4 hereof;
“Confidential Information”
means all confidential or proprietary information, intellectual property
(including trade secrets) and confidential facts relating to the business and
affairs of the Corporation;
“Corporation” includes
affiliates, subsidiaries and associates of the Corporation unless the context
otherwise requires;
“Expenses” means amounts set
out in Section 5 hereof; and
“Term” means the period
commencing January 1, 2009 and terminating in accordance with Section 9
hereof.
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2.
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REPRESENTATION
AND WARRANTIES
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Each of
the Corporation and the Consultant hereby covenants, represents and warrants as
follows:
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(a)
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They
have all of the necessary corporate power, authority and capacity to enter
into this agreement and the agreements and the other instruments
contemplated herein and to perform their respective obligations hereunder
and thereunder. The execution and delivery of this Agreement
and the agreements and other instruments contemplated herein and the
consummation of the transactions contemplated hereunder and thereunder
have or will be duly authorized by all necessary corporate action required
by each party;
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(b)
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This
Agreement and the agreements and other instruments contemplated herein
when executed will constitute valid and binding obligations of each of the
parties enforceable against each of them as is applicable in accordance
with the terms hereof and thereof subject, however, to limitations with
respect to enforcement imposed in connection with laws affecting the
rights of creditors generally including, without limitation, applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws and to
the extent that equitable remedies such as specific performance and
conjunction are in the discretion of the court from which they are
sought;
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(c)
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Each
of the parties are duly incorporated and organized, validly existing, in
good standing and are up to date in all of the filings and registration
required under the laws of the jurisdiction in which they are
incorporated; and
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(d)
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The
entering into and performance of this Agreement and the agreements and
other instruments contemplated herein will not violate, contravene, breach
or offend against or result in any default under any security agreement,
indenture, mortgage, lease, order, undertaking, licence, permit,
agreement, instrument, charter or by-law provision, resolution of
shareholders or directors, statute, regulation, judgement, decree or law
to which the parties hereto are a party or by which they may be bound or
affected. No licenses, agreements or other instruments or documents of the
Corporation or any of its Subsidiaries will terminate or require
assignment as a result of the entering into of this Agreement or the
consummation of the transactions contemplated
hereby.
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3.
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ENGAGEMENT
OF THE CONSULTANT
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The
Corporation hereby engages the Consultant for the Term to perform the following
services:
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(a)
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Maintain
all corporate records both electronic and hard
copy;
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(b)
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Prepare
or cause to be prepared required documentation for the operation of the
Corporation going forward;
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(c)
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Provide
instructions and directions to the Corporation's legal counsel and
auditors;
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(d)
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Prepare
or cause to be prepared a registration statement for filing with the
Securities and Exchange Commission (SEC) in the United states of
America;
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(e)
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Arrange
for a market maker and the processing of a 15C 211 filing to qualify the
Corporation for trading;
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(f)
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Carry
out such other activities as are required to have the Corporation’s stock
trade on the OTC BB;
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(g)
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Advise
on other matters and activities as are required for the operation of the
Corporation going forward; and
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(h)
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All
activities of the Consultant shall be carried out at the direction of the
Board of Directors of the Corporation or its
officers.
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4.
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COMPENSATION
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(a)
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As
compensation for the services to be provided by the Consultant hereunder,
the Corporation agrees to pay the Consultant $7,500.00 per month during
the Term in accordance with the provision of Section 6,
hereof;
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(b)
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The
Consultant shall be reimbursed monthly for all expenses incurred with
respect to the operation of the administration of the Corporation,
including but not limited to, support staff wages (not including Xxxxxxxx
Xxxxxx), phones and other office operational costs;
and
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(c)
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The
Consultant shall provide receipts for all expenses and other items for
which it is entitled to reimbursement and such other documentation as may
be reasonably requested by the Corporation’s
auditors.
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5.
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TERMS
OF PAYMENT
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Fees and
expenses are billed monthly and are due on receipt of
invoice. Amounts unpaid after 15 days bear interest at the rate of
1.5% per month.
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6.
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NATURE
OF RELATIONSHIP
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The
parties further acknowledge and agree, solely with respect to the rights and
obligations of the Consultant under this Agreement, as follows:
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(a)
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the
relationship of the Consultant to the Corporation is that of independent
contractors;
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(b)
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the
Consultant is not employees or agents of the Corporation;
and
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(c)
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the
Corporation and the Consultant are not partners or joint ventures with
each other.
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7.
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NO
USE OF CONFIDENTIAL
INFORMATION
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During
and at all times after the Term, the Consultant will cause its officers,
directors and employees to keep confidential all Confidential Information and
will not use for the benefit of the Consultant its officers, directors and
employees or others (except in connection with the business and affairs of the
Corporation in the course of providing services hereunder) any Confidential
Information and will not disclose Confidential Information to any person except
in the course of providing services under this Agreement to a person who is
employed by the Corporation or with the Corporation’s prior
consent.
The
foregoing prohibition will not apply to any Confidential Information
if:
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(a)
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the
Confidential Information is available to the public or in the public
domain at the time of disclosure or use;
or
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(b)
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disclosure
is required to be made by operation of law, in which case the Consultants
will notify the Corporation immediately upon learning of that requirement;
or
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(c)
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disclosure
is made with the Corporation’s prior written
approval.
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8.
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NO
AUTHORITY TO BIND THE
CORPORATION
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Without
limiting the provisions of Section 3, the Consultant, in its capacity as
Consultant under this Agreement, has no authority to act on behalf of, or to
hold itself out to be an agent of the Corporation or to bind the Corporation to
perform any obligations to any third party and the Consultant will, as
appropriate, so inform all third parties with whom the Consultant deals in the
performance of its services. The Consultant will not use the name of
the Corporation in any advertisement or promotional or marketing material or,
without the use of any such name, suggest or imply in any such material that the
Consultant has a relationship with the Corporation other than that established
by this Agreement, unless otherwise agreed to in writing by the
Corporation.
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9.
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TERM
AND TERMINATION
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The Term
of this Agreement shall be one (1) year unless terminated. Either
party may terminate this Agreement at anytime on 60 days written notice subject
to the provision of Sections 5, 7 and 10 hereof, which Sections shall survive
the expiry or termination of this Agreement and continue in full force and
effect.
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10.
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INDEMNIFICATION
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The
Corporation will indemnify the Consultant and its heirs and legal
representatives against all costs, charges and expenses, including all amounts
paid to settle an action or satisfy a judgement, reasonably incurred by the
Consultant in respect of any civil, criminal or administrative action or
proceeding to which the Consultants are a party by reason of being or having
been engaged by the Corporation under this Agreement (a “Claim”), other than an
action (including, without limitation, an action in contract or tort) by the
Corporation as a result of a breach or alleged breach by the Consultants of this
Agreement or of any duty owed by the Consultant to the Corporation,
if:
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(a)
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The
Consultant acted honestly and in good faith with a view to the best
interests of the Corporation; and
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(b)
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In
the case of a criminal or administrative action or proceeding that is
enforced by the monetary penalty, the Consultant had reasonable grounds
for believing that the conduct of the Consultant was
lawful.
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The
Consultant acknowledges that indemnification will be limited to costs, charges
and expenses actually incurred, and will be paid only if the consultant provides
the Corporation with prompt notice of any claim. The Corporation will
have the right at its own expense, upon written notice to the Consultant, to
assume control of the negotiation, settlement or defence of any Claim and the
Consultant will co-operate fully with the Corporation in respect of such
Claim. If the Corporation does not elect to assume control of the
negotiation, settlement or defence of any Claim, the Consultant may retain its
own counsel to defend the Claim and will keep the Corporation fully advised,
including supplying copies of all relevant documentation promptly as it becomes
available. The Consultant or the Corporation may not settle or
compromise any Claim without the prior written consent of the other
party.
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11.
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NOTICE
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Any
notice or communication to be given or made under this Agreement must be in
writing and addressed as follows:
(a) if to the
Corporation
0000
Xxxxxxxxxx Xxx., Xxx 000
Xxxxxxxxxxx,
XX 00000
Attn:
Xxxx Xxxxxxxxx
Phone 000-000-0000
Fax:
(b) if to the
Consultant
Xxxxx
Capital Ltd.
0000
Xxxxx Xxxx Xxxx. Xxx 00X
Xxxxxxxx,
XX Xxxxxx, X0X 0X0
ATT: Xxxxxxxx
Xxxxxx
Phone:
000-000-0000
Fax: 000-000-0000
and will
be deemed to be properly given or made on the earliest of the
following:
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(a)
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actual
delivery;
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(b)
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48
hours after being sent by commercial courier service;
and
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(c)
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the
day following which any telegram or telecopy message is
sent.
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Notice of
change of address for the purpose of notice will also be governed by this
section.
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12.
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ASSIGNMENT
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This
Agreement may not be assigned by any party, without the prior written consent of
the other parties.
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13.
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HEADINGS
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The
inclusion of headings in this Agreement is for convenience of reference only and
is not to affect construction or interpretation.
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14.
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INVALIDITY
OF PROVISIONS
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Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction will, as to that jurisdiction, be ineffective to the extent of the
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement, and any prohibition or unenforceability of that provision in any
other jurisdiction. For any provision severed there will be deemed
substituted a like provision to accomplish the intent of the parties as closely
as possible to the provision as drafted, as determined by any court or
arbitrator having jurisdiction over any relevant proceeding, to the extent
permitted by the applicable law.
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15.
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ENTIRE
AGREEMENT
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This
Agreement constitutes the entire agreement between the parties pertaining to the
subject matter. There are no warranties, representations or
agreements between the parties in connection with the subject matter except as
are specifically set out or referred to in this Agreement. No
reliance is placed on any representation, opinion, advice or assertion of fact
made by either party or its directors, officers or agents to the other party, or
its directors, officers or agents, except to the extent that the same has been
reduced to writing and included as a term of this
Agreement. Accordingly, there is to be no liability, either in tort
or in contract, assessed in relation to any such representation, opinion, advice
or assertion of fact, except to the extent aforesaid.
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16.
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WAIVER,
AMENDMENT
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Except as
expressly provided in this Agreement, no amendment or waiver of this Agreement
will be binding unless executed in writing by the party to be
bound. The failure of either party at any time to require performance
by the other party of any provisions of this Agreement will in no way affect the
right of that party to require performance of any other
provisions. No waiver of any provision of this Agreement will
constitute a waiver of any other provision nor will any waiver of any breach of
any provision of this Agreement be construed as a waiver of any continuing or
succeeding breach of such provision unless otherwise expressly
provided.
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17.
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CURRENCY
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All amounts in this Agreement are
stated and will be paid in United States currency unless otherwise specifically
stated.
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18.
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GOVERNING
LAW
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This
Agreement is to be governed by and construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein.
IN
WITNESS WHEREOF THE CORPORATION AND THE CONSULTANTS HAVE EXECUTED THIS AGREEMENT
AS OF THE DATE FIRST WRITEN ABOVE.
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BY:
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TITLE:
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XXXXX
CAPITAL LTD.
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BY:
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Xxxxxxxx
Xxxxxx
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TITLE:
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Manager
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