CONSULTING AGREEMENT
Exhibit
10.1
This
agreement is made by and between Triangle
Petroleum Corporation, having
its principal office at 000 0xx
Xxxxxx
X.X., Xxxxx 0000, Xxxxxxx, XX, Xxxxxx, X0X 0X0 (hereinafter referred to as
the
“COMPANY” or “Client”), and Parabolic, LLC having its principal office at 000
Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000 with office in California (the
“CONSULTANT”).
In
consideration of the mutual promises contained herein and on the terms and
conditions hereinafter set forth, the Company and Consultant agree as
follows:
1.
PROVISION
OF SERVICES:
Consultant will conduct a market management program for Triangle Petroleum
Corp.
(“TPLM”) for November of 2006 following the receipt by Consultant of the
compensation set forth in paragraph 2 hereunder. It is understood that Client
is
interested in introducing TPLM to the investment community. By this agreement,
Client is retaining Consultant to engage in a market management campaign
designed to publicize TPLM as set forth in the following paragraphs of this
agreement.
A) Consultant
shall, to the extent reasonably required, develop and coordinate a program
to
increase public awareness of TPLM, particularly among the investment community,
which program may include proprietary services to be rendered by the Consultant
and/or third parties. Services provided by Consultant may include all or part
of
the following: email news release to a huge subscriber base comprised of
investors, brokers, and financiers interested in small cap and micro-cap
companies, networking, and other proprietary methods.
(B) Consultant
shall use its best effort to perform under this agreement, and for this purpose
consultant shall, at all times, maintain or keep and make available qualified
persons or a network of qualified outside professionals for the performance
of
its obligations under this agreement.
2.
COMPENSATION
| (A) |
The
total cost for the Consultant’s services is $250,000 (US Funds), as
payment for the consulting agreement. At Client’s option, five (5) months
of services (January through May of 2007) may be added for an additional
$250,000 (US Funds).
|
| (B) |
Client
understands and agrees that the compensation paid to consultant is
earned
by consultant upon receipt. The compensation paid to consultant
under this agreement is solely an inducement for consultant to accept
this engagement on Clients’ behalf. Client further understands and
agrees that the compensation paid to consultant is not returnable
or
refundable under any circumstances, including any claim made by
client that the services contracted for were not performed or were
not of
value sufficient to warrant the compensation paid to
consultant.
|
3.
LIABILITY;
INDEMNIFICATION
(A) The
Company shall indemnify, save harmless and defend Consultant and its officers,
directors, employees and agents from, against and in respect of any loss,
damage, liability, judgment, cost or expense whatsoever, including counsel
fees,
suffered or incurred by it or him by reason of, or on account of, its status
or
activities as a consultant to the Company hereunder, except for any loss ,
damage, liability, judgment, cost or expense resulting from willful malfeasance,
bad faith or gross negligence in the performance of Consultant’s duties
hereunder.
(B) Consultant
shall indemnify, save harmless and defend the Company and its officers,
directors, employees and agents from, against and in respect of any loss,
damage, liability, judgment, cost or expense whatsoever, including counsel
fees,
suffered or incurred by it or him by reason of, or on account of, willful
malfeasance, bad faith or gross negligence in the performance of Consultant’s
duties hereunder.
4.
STATUS
OF CONSULTANT
Consultant
shall at all time be an independent contractor of the Company and, except as
expressly provided or authorized by this Agreement, shall have no authority
to
act for or represent the Company. The Company acknowledges that the Consultant
may, from time to time, subcontract the performance of certain of its services
hereunder to third parties, in which event the Consultant shall be responsible
for the timely and professional performance of such services as if the
Consultant had provided same.
5.
OTHER
ACTIVITIES OF CONSULTANT
The
Company recognizes that Consultant now renders and may continue to render
management and other services to other companies, which may or may not have
policies and conduct activities similar to those of the Company. Consultant
shall be free to render such advice and other services and the Company hereby
consents thereto. Consultant shall not be required to devote its full time
and
attention to the performance of its duties under this Agreement, but shall
devote only so much of its time and attention as it deems reasonable or
necessary for such purposes.
6.
TERMS
| (A) |
Consulting
agreement will become effective upon receipt of signed contract and
payment.
|
| (B) |
TPLM
hereby authorizes and agrees to allow Contractor or third
parties to republish any and all of its press releases.
|
| (C) |
Contractor
agrees to have an Officer of the Company sign-off on any materials
Contractor intends to send out.
|
7.
IN
GENERAL
This
agreement sets forth the entire agreement and understanding between the parties
with respect to its subject matter and supersedes all prior discussions,
agreements and understandings of any nature between them with respect thereto.
This agreement shall be governed by and construed in accordance with the laws
of
the State of California applicable to agreements made to be performed entirely
within such State.
IN
WITNESS WHEREOF, The parties have caused this agreement to be signed by their
respective officers or representatives duly authorized on this 1st day of
November, 2006.
/s/
XXXX XXXXXXX
Parabolic,
LLC
Client:
/s/
XXXX XXXXXXXXX
Signature
Xxxx
Xxxxxxxxx, President and CEO
Printed
Name
2
