EXHIBIT 10.1
CONSULTING AGREEMENT
AGREEMENT made as of the 1st day of December, 1998 by and between
American International Petroleum Corp. (the "Company") with an address at
444Madison Avenue, New York, N.Y. and Yahaly Kahanoff, X.X. Xxx 00, Xxxxxxxx,
Xxxxxxx, BVI.
W I T N E S S E T H
WHEREAS, the Company desires to retain the Consultant to provide
ongoing consulting services; and
WHEREAS, the Consultant desires to be retained to render such
services.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
(2) The Company hereby retains the Consultant and the Consultant
hereby accepts such retention to perform consulting services. In regard to the
foregoing, subject to the terms set forth below, the Consultant shall from time
to time, upon reasonable request upon no less than five business day's notice
(unless the Consultant agrees to a lesser amount of notice for specific
requested services hereunder): (i) introduce the Company to certain entities and
/or individuals for potential energy projects, (ii) advise the Company as to
customs and procedures relating to certain foreign operations, (iii) advise and
liaison with certain foreign government procedures and compliance therewith, and
(iv) provide advice and recommendations with respect to the business and affairs
of the Company.
(3) In addition, the Consultant shall hold itself ready to assist
the Company in evaluating and negotiating particular contracts or transactions,
if requested to do so by the Company, upon reasonable notice. Nothing herein
shall require the Company to utilize the Consultant's services in any particular
transactions nor shall it limit the Company's obligations arising under any
other agreement or understanding.
(4) For the services described in Paragraphs 1 and 2 of the
Agreement, the Company shall pay to the Consultant the sum of $6,000, receipt of
which is acknowledged.
4. As additional compensation for the foregoing services the
Company shall deliver 100,000 shares of the Company's Common Stock and file a
registration statement with the Securities and Exchange Commission to cover the
public sale of such shares by the Consultant. Receipt of the foregoing shares is
acknowledged.
5. All obligations of the Consultant contained herein shall be
subject to the Consultant's reasonable availability for such performance, in
view of the nature of the requested service and the amount of notice received.
The Consultant shall devote such time and effort to the performance of its
duties hereunder as the Consultant shall determine is reasonably necessary for
such performance. The Consultant may look to such others for such factual
information, investment recommendations, economic advice and/or research, upon
which to base its advice to the Company hereunder, as it shall deem appropriate.
The Company shall furnish to the Consultant all information relevant to the
performance by the Consultant of its obligations under this Agreement, or
particular projects as to which the Consultant is acting as advisor, which will
permit the Consultant to know all facts material to the advice to be rendered,
and all material or information reasonably requested by the Consultant.
6. Nothing contained in this Agreement shall limit or restrict the
right of the Consultant or of any partner, employee, agent or representative of
the Consultant, to be a partner, director, officer, employee, agent or
representative of, or to engage in, any other business, whether of a similar
nature or not, nor to limit or restrict the right of the Consultant to render
services of any kind to any other corporation, firm, individual or association.
7. The Consultant will hold in confidence any confidential
information which the Company provides to the Consultant pursuant to this
Agreement unless the Company gives the Consultant permission in writing to
disclose such confidential information to a specific third party.
Notwithstanding the foregoing, the Consultant shall not be required to maintain
confidentiality with respect to information which (i) is or becomes part of the
public domain; (ii) it had independent knowledge prior to disclosure; (iii)
comes into the possession of the Consultant in the normal and routine course of
its own business from and through independent non-confidential sources; or (iv)
is required to be disclosed by the Consultant by governmental requirements. If
the Consultant is requested or required (by oral questions, interrogatories,
requests for information or document subpoenas, civil investigative demands, or
similar process) to disclose any confidential information supplied to it by the
Company, or the existence of other negotiations in the course of its dealings
with the Company or its representatives, the Consultant shall, unless prohibited
by law, promptly notify the Company of such request(s) so that the Company may
seek an appropriate protective order. For the purposes set forth in this
Paragraph, Consultant shall also mean any affiliate of Consultant. Affiliate
shall mean any person, firm or corporation which controls or is controlled by
Consultant.
8. The Company and the Consultant agree to indemnify and hold each
other harmless, including their respective partners, employees, agents,
representatives and controlling persons (and the officers, directors, employees,
agents, representatives and controlling persons of each of them) from and
against any and all losses, claims, damages, liabilities, costs and expenses
(and all actions, suits, proceedings or claims in respect thereof) and any legal
or other expenses in giving testimony or furnishing documents in response to a
subpoena or otherwise (including, without limitation, the cost of investigating,
preparing or defending any such action, suit, proceeding or claim, whether or
not in connection with any action, suit, proceeding or claim in which the
Consultant or the Company is a party), as and when incurred, directly or
indirectly, caused by, relating to, based upon or arising out of the
Consultant's service pursuant to this Agreement. This Paragraph shall survive
the termination of this Agreement.
9. This Agreement may not be transferred, assigned or delegated by
any of the parties hereto without the prior written consent of the other party
hereto.
10. The failure or neglect of the parties hereto to insist, in any
one or more instances, upon the strict performance of any of the terms or
conditions of this Agreement, or their waiver of strict performance of any of
the terms or conditions of this Agreement, shall not be construed as a waiver or
relinquishment in the future of such term or condition, but the same shall
continue in full force and effect.
11. This Agreement is for a term of TWELVE (12) months from the
date hereof, unless mutually agreed to and extended in writing.
12. Any notices hereunder shall be sent to the Company and to the
Consultant at their respective addresses set forth above. Any notice shall be
given by registered or certified mail, postage prepaid, and shall be deemed to
have been given when deposited in the United States mail. Either party may
designate any other address to which notice shall be given by giving written
notice to the other of such change of address in the manner herein provided.
13. This Agreement has been made in the State of New York and
shall be construed and governed in accordance with the laws thereof without
giving effect to principles governing conflicts of law.
(5) This Agreement contains the entire agreement between the
parties, may not be altered or modified, except in writing and signed by the
party to be charged thereby, and supersedes any and all previous agreements
between the parties relating to the subject matter hereof.
(6) This Agreement shall be binding upon the parties hereto, the
indemnified parties referred to in Section 7, and their respective heirs,
administrators, successors and permitted assigns.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties hereto as of the date first above written.
American International Petroleum Corp.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President
/s/ Yahaly Kahanoff
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YAHALY KAHANOFF
