CONSULTING AGREEMENT Effective September 20, 2007
Exhibit
10.8
Effective
September 20, 0000
Xxxxxxx:
XXXXXXXX
XXXXXXX OIL LTD.
a
company
incorporated pursuant to the
laws
of
the Province of Alberta
(hereinafter
referred to as the “Company”)
and
R.N.
DELL ENERGY LTD.
a
company
incorporated pursuant to the
laws
of
the Province of Alberta
(hereinafter
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 and operated by the Company; and,
WHEREAS
the Consultant employs the
services of Xxxxxx X. Xxxxxx (“Xxxxxx”) a well-respected Geologist and
Palynologist who has substantial knowledge and expertise regarding the
geological matters related to oil and gas recovery in the Western Sedimentary
Basin of the Projects; and
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 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
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1.
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Scope
of Consulting Services. The Company hereby retains the Consultant to:
(1) 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
thereto. Without restricting the generality of the foregoing, the
Consultant agrees to make the services of Xxxxxx available to the
Company
for 4 days per week. The actual hours and days of work are flexible
and
will be solely determined by the Consultant.
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2.
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Time
Requirements. The Consultant shall not be required to devote any
additional number of hours in performing duties hereunder, so long
as
Xxxxxx provides the minimum days for consulting services provided
for in
this Agreement.
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3.
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Term.
The Consultant’s engagement hereunder will commence on the date hereof
(the “Effective Date”) and expire on October 31, 2008 unless earlier
terminated pursuant to Section 5. In the event that the Company and
the
Consultant wish the services to continue past October 31, 2008, the
terms
and conditions of this Agreement shall remain in effect on a month
to
month basis until a new Agreement is reached.
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4.
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Compensation.
In consideration of the services provided by the Consultant, the
Company
agrees to compensate the Consultant with the
following:
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(a)
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Fees
- The Company will pay the Consultant $17,700 per month plus Goods
and
Services/Harmonized Sales Tax (“GST”). 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.
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(b)
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Stock
Options - The parent of the Company, Deep Well Oil & Gas, Inc. ,
subject to approval by its Board of Directors, will provide the Consultant
with a Stock Option Agreement wherein the Consultant will be entitled
to
the award of 240,000 common shares of DWOG. The shares will vest
to the
Consultant commencing October 31, 2007 at 20,000 common shares per
month
and continuing thereafter. The Form of the Option agreement is attached
as
Schedule “A”.
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(c)
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Reimbursement
of Expenses - The Company agrees to reimburse the Consultant for all
business, parking and travel expenses (if Consultant uses his own
vehicle
the reimbursement is at a rate of 50¢ per kilometer or at a rate mutually
agreed to by both parties ) incurred by the Consultant in connection
with
the performance of his duties.
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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.
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Termination
of Agreement and Consulting.
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(a)
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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 days worked to the date of termination.
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(b)
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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
days the Consultant would have worked over the 60 day notice
period.
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(c)
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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.
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6.
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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 Xxxxxx are not, in any capacity, the agent, servant
or
employee of the Company. During the term of this Agreement, the Consultant
and Xxxxxx 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.
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7.
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Non-Disclosure
of Corporation Information. It is understood that during the course of
his engagement hereunder, the Consultant may have access to and become
familiar with certain proprietary 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.
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8.
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Assignment.
The Consultant agrees that this Agreement is personal and the Consultant
may not assign or delegate duties under this Agreement to any other
person
or entity without the prior written approval of the
Company.
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9.
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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 hereof.
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10.
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Notices.
All notices or other communication 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:
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R.
N. Dell Energy Ltd.
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Attn:
Xxxxxx X. Xxxxxx
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Calgary,
Alberta
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TEL:
(XXX) XXX-XXXX
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FAX:
(XXX) XXX-XXXX
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If
to Company:
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Northern
Alberta Oil Ltd.
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Attn:
President
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510,
Royal Bank Building
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00000
Xxxxxx Xxxxxx
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Xxxxxxxx,
XX X0X 0X0
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TEL:
(000) 000-0000
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FAX:
(000) 000-0000
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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.
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Entire
Agreement. This Agreement embodies a complete and entire agreement and
supersedes all prior negotiations, agreements 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.
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12.
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Governing
Law/Dispute Resolution. This Agreement shall be construed 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.
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13.
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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.
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14.
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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.
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IN
WITNESS WHEREOF the parties have
executed this Agreement as of the day and year first above written.
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R.N.
DELL ENERGY LTD.
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NORTHERN
ALBERTA OIL LTD.
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Per:
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/s/
Xxxxxx X. Xxxxxx
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Per:
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/s/
Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxx
President
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Xxxxxx
X. Xxxxxxx
President
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Acknowledged
to by:
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DEEP
WELL OIL & GAS, INC.
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Per:
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/s/
Xxxxx X. Xxxxxx
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Xx.
Xxxxx X. Xxxxxx
CEO/President
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