EXHIBIT 10.24
THIS AGREEMENT is made this 11th day of November 2002.
BETWEEN:
AVENUE ENERGY INC. a Delaware corporation , of 00000 Xxxxxxx Xxxxxxxxx, 0xx
Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx (COMPANY);
AND
DORMLEY PTY LTD (ACN 009 159 728) of Xxxxx 00, 0 Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxx
Xxxxxxxxx (CONSULTANT);
AND
JACOB XXX XXXXXXXX POLL of 00 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxxx
(NOMINATED EXECUTIVE).
RECITALS:
A. The Company, the Consultant and the Nominated Executive have
concurrently with this Agreement entered into the SPA.
B. It is a condition precedent to the SPA that the Company, the Consultant
and the Nominated Executive enter into a consultancy agreement. C. The
Company wishes to confirm the appointment of the Consultant as a
part-time consultant to the Company.
D. The Company wishes to confirm the appointment of the Nominated
Executive, as its Director of Exploration.
E. The Consultant has agreed to be appointed by the Company pursuant to
the terms and conditions of this Agreement.
IT IS AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
A. 1.1 DEFINITIONS
In this Agreement, unless the context or subject matter otherwise
requires the following terms shall have the following meanings:
AGREEMENT means the agreement constituted by this document and includes
the recitals.
ANNIVERSARY DATE means each date during the Term which occurs on an
anniversary of the commencement of the Term.
BOARD means the Board of Directors of the Company.
BUSINESS means the business of the Company.
CAUSE means, except as otherwise contemplated by Clauses 3.1(a), 3.1(b)
or 3.1(d) below, the involuntary termination of the Agreement by the
Company by reason of:
i. the material breach by Consultant or Nominated
Executive of the terms and conditions of this
Agreement;
ii. the willful or habitual failure by Consultant or
Nominated Executive to perform requested duties
commensurate with their duties pursuant to the terms
of this Agreement; or
III. the willful engaging by Consultant or the Nominated
Executive in misconduct materially injurious to the
Company.
iv. is convicted of any major criminal offence.
CONFIDENTIAL INFORMATION has the meaning given in clause 0.
DOCUMENTS includes but is not limited to software (including source
code and object code versions), manuals, diagrams, graphs, charts,
projections, specifications, estimates, records, concepts, documents,
accounts, plans, formulae, designs, methods, techniques, processes,
supplier lists, price lists, customer lists, market research
information, correspondence, letters and papers of every description,
including all copies of and extracts from any of the same.
ENGAGEMENT means the engagement of the Consultant under this Agreement
to perform the Services, as defined below.
GST means the tax imposed by the A New Tax System (Goods and Services
Tax Imposition - General) Xxx 0000.
GST ACT means the A New Tax System (Goods and Services Tax) Xxx 0000.
GST SUPPLY means a supply as defined in and which is subject to
liability for GST under the GST Act.
MORAL RIGHTS means the right of integrity (that is, the right not to
have a work subjected to derogatory treatment), the right of
attribution of authorship, and the right not to have authorship of a
work falsely attributed, granted to authors under the Copyright Xxx
0000 (Cth) or otherwise. RELATED BODY CORPORATE has the meaning given
in the Corporations Act.
SPA means the Share Purchase Agreement and put option agreement between
the Company, the Consultant and the Nominated Executive dated November
__, 2002.
SERVICES means the duties of the Consultant and the Nominated Executive
as described in Clauses 4.1 and 4.2 below.
TAX INVOICE means a tax invoice as defined in the GST Act or any
document allowing claim to an input tax credit under the GST Act.
TERM means the term of this Agreement set out in clause 3.
WORKS means any and all materials (whether or not in electronic or
other form) including, without limitation, literary works, dramatic
works, musical works, artistic works, cinematographic films, sound
recordings, television or sound broadcasts, computer software, and a
compilation of any of the aforementioned, prepared, compiled, developed
or commissioned in the performance of this Agreement, whether or not in
existence at the commencement of the Term.
1.2 INTERPRETATION
In this Agreement unless the context otherwise requires:
(a) headings are for convenience only and do not affect
its interpretation;
(b) an obligation or liability assumed by, or a right
conferred on, 2 or more Parties binds or benefits all
of them jointly and each of them severally;
(c) the expression PERSON includes an individual, the
estate of an individual, a corporation, an authority,
an association or joint venture (whether incorporated
or unincorporated), a partnership and a trust;
(d) a reference to any party includes that party's
executors, administrators, successors and permitted
assigns, including any person taking by way of
novation;
(e) a reference to any document (including this
Agreement) is to that document as varied, novated,
ratified or replaced from time to time;
(f) a reference to any statute or to any statutory
provision includes any statutory modification or
re-enactment of it or any statutory provision
substituted for it, and all ordinances, by-laws,
regulations, rules and statutory instruments (however
described) issued under it;
(g) words importing the singular include the plural (and
vice versa) and words indicating a gender include
every other gender;
(h) reference to parties, clauses, schedules, exhibits or
annexures are references to parties, clauses,
schedules, exhibits and annexures to or of this
Agreement and a reference to this Agreement includes
any schedule, exhibit or annexure to this Agreement;
(i) where a word or phrase is given a defined meaning,
any other part of speech or grammatical form of that
word or phrase has a corresponding meaning; and
(j) a reference to $ or DOLLAR is to Australian currency.
2 ENGAGEMENT
2.1 ENGAGEMENT
The Company engages the Consultant to perform the Services upon the
terms of this Agreement and the Consultant accepts that engagement.
2.1 (a) The Consultant shall, during the Term hereof, while performing
Services pursuant to the Engagement, shall at all times be, act,
function and perform all services and responsibilities as an
independent contractor. It is further mutually understood and agreed
that no work, act, commission or omission of any act by the Consultant,
Nominated Executive or the Company pursuant to the terms of this
Agreement shall be construed to make or render the Consultant or the
Nominated Executive an employee of the Company. The Consultant shall
and shall cause the Nominated Executive to be fully responsible for
their own debts and obligations.
2.1 (b) The Nominated Executive shall report to and be supervised by
the Board of Directors of the Company (the "Board").
2.1 (c) The Consultant covenants and agrees to make all required
"Governmental Payments" as hereinafter defined, in a timely manner
which arise out of or which may become due as a result of the
Consultant's and/or the Nominated Executive rendering the Services
under this Agreement. For the purposes of this Agreement "Governmental
Payments" shall be defined as any and all payments required to be made
on behalf of either the Consultant and/or the Nominated Executive to a
Federal, state or local taxing authority or governmental agency arising
out of or resulting from this Agreement or the rendering of the
Services hereunder, including but not limited to withholding for any
payroll taxes, superannuation, workers compensation, or other state or
Federal taxes.2.1 (d) The Consultant further acknowledges and agrees
that the foregoing covenants, representations and warranties will be
relied upon by the Company for the purpose of determining whether or
not it is necessary for the Company to make Governmental Payments and
the Consultant agrees that if any Governmental Payments are not made,
and if thereafter it is determined that such Governmental Payments were
legally required by the Company, the Consultant shall indemnify, defend
and hold the Company, and each of the Company's officers, shareholders,
directors, members, and other representatives, harmless from and
against any and all claims, liabilities, judgments, lawsuits, damages,
costs and expenses with respect to such unpaid Governmental Payments,
including, but not limited to, any penalties, interest and reasonable
legal fees and costs in the defence and disposition of any such matter
relating thereto.
2.1 (e) Consultant and Nominated Executive shall not have any authority
to enter into any agreement, understanding commitment or otherwise to
bind the Corporation in any way to any third party without the
Company's expressed prior authorization.
2.2 NON-EXCLUSIVITY
(a) Subject to the prior approval of the Company, the
Consultant and the Nominated Executive shall during
the Term be free to provide the services set out in
this Agreement to any other person or entity from
time to time unless it is to an entity or person
which is engaged in direct competition with the
Company or would interfere with the Consultant's
obligations to the Company.
(b) Subject to Clause 4, and subject to the full prior
disclosure to and consent from the Board, the
Consultant shall not be limited in reviewing,
negotiating and finalising other transactions in
which the Consultant, a related body corporate of the
Consultant or the Nominated Executive may have a
direct or indirect interest.
2.3 NOMINEE
The Consultant covenants that the Nominated Executive will be the
person who will perform the services set out in this Agreement on
behalf of the Consultant during the Term and shall carry the title as
the Company's Director of Exploration, or such other title as the
parties shall agree.
3. TERM
3.1 INITIAL TERM
The term of this Agreement shall commence as of 15 October 2002 and,
unless earlier terminated as herein provided, shall continue for a
period of two years from the date hereof. This Agreement shall be
terminated prior to the expiration of two years from the date hereof
only in the event of the occurrence of any one of the following
circumstances:
(a) The death of the Nominated Executive; or in the event
that he is of unsound mind or under the control of
any committee or officer under any law relating to
mental health, in which case the Company shall
automatically terminate this Agreement and pay
Consultant three months Fees as described in Clause
5.1 below in lieu thereof.
(b) The Company terminates this Agreement for Cause; or
(c) The Company's Board deems that it has or will cease
engaging in or operating oil and gas activities, in
which case the Company may elect to terminate this
Agreement and pay Consultant six months Fees as
described in Clause 5.1 below in lieu thereof.
(d) The Company at its discretion for any reason,
elects to pay Consultant 12 months Fees as described
in Clause 5.1 below in lieu thereof. For the purposes
of this Agreement, the "Term" hereof shall be the
period from the date hereof through the expiration of
the Term or such other shorter period in the event
the Agreement is terminated sooner pursuant to
Clauses 3.1(a) through 3.1(d) above.
Extension of Term by Company
The parties may mutually agree to extend the Term upon such terms and
conditions as may be agreed between the parties.
4. DUTIES
4.1 GENERAL DUTIES
The Consultant will:
(a) act with professional skill as a Consultant to the
Company with a view to promoting, advancing and
improving the Business;
(b) subject only to the policies and directions of the
Board, act on its own responsibilities and initiative
and exercise all professional judgment as to the
manner in which the services shall be performed;
(c) make regular reports at intervals or on occasions as
the Board or any nominee of the Board may request and
settle, from time to time, the terms of any
announcements that the Company is required to make to
any relevant stock exchange or governmental body in
respect of its activities;
(d) perform the services for any related body corporate
of the Company as the Board may from time to time
reasonably require;
(e) procure that the Nominated Executive will devote
sufficient of his time and attention to the Business
to ensure its promotion to the best of his and the
Consultant's ability; and to the satisfaction of the
Board; and
(f) cause the Nominated Executive to comply with Clause
4.1(a) in his performance of the Consultant's duties
and exercise those powers as the Board may from time
to time assign to it.
4.2 SPECIFIED DUTIES
The specific duties of the Consultant include:
(a) administer the Company's acreage portfolio to ensure
performance of any joint venture requirements of the
Company (including technical and operating committee
obligations);
(b) assist the Board with presentations regarding the
Company's acreage portfolio;
(c) sourcing and pursuing oil related opportunities for
the Company and, with the Company's consent, entering
into oil related agreements on behalf of the Company;
(d) formulating strategies to promote and improve the
performance of the Company; and
(e) seeking to develop new opportunities and expand the
Company's current activities and market share.
4.3 CONSULTANT NOT TO ACCEPT INDUCEMENTS
The Consultant will not accept any payment or other benefit in money or
in kind from any person as an inducement or reward for any act or
omission or information or documents in connection with any matter or
business transacted by or on behalf of the Company or its related
bodies corporate.
4.4 DISCHARGE OF DUTIES
The Consultant shall discharge its duties and the Services as and when
it is required for the Term (unless terminated in accordance with
Clause 3). The Consultant covenants that it will provide its services
on a part-time basis for a minimum of 10 days per month. One day shall
mean a minimum of 8 hours or two days of 4 hours each. Though in any
event, Consultant endeavour to be available to render the Services on
an at call basis.
4.5 REVIEW
The performance of the Consultant in the provision of the Services
under this Agreement shall be reviewed by the Board at regular
intervals as the Board may determine.
4.6 REPORTING OBLIGATIONS
The Consultant shall be directly responsible to the Board of the
Company, and will report all of its activities to them.
5. REMUNERATION
5.1 CONSULTANT TO RECEIVE FEE
The Company will pay to the Consultant for the Services a gross
consulting fee of US$6,800 per month (FEE). The Fee will be reviewed
from time to time by the Company in accordance with the policy of the
Company for review of fees and salaries. At the Company's sole
discretion, the Fee may be increased (but will not be decreased,
subject to the terms of this Agreement) (REVIEW).
5.1 (a) Except as expressly set forth in Clause 5.1 or elsewhere in this
Agreement, consultant shall not be entitled to receive any other
compensation or benefits from the Company as a result of the
performance of Consultant's the Services hereunder, including but not
limited to participation in the Company's life, health and disability
insurance plans, profit sharing, or bonus plans or any other plans or
programs currently or which in the future may become available to the
Company's officers or employees, in such capacities. Neither Consultant
nor Nominated Executive shall be entitled to vacation, severance,
sick-pay, holiday or other benefits from the Company.
5.2 FEE PAYABLE MONTHLY
The Consultant's entitlement to the Fee accrues daily and is payable in
arrears on the 15th of every month or as otherwise agreed.
5.3 PERFORMANCE BASED BONUSES
In addition to the Review, the Company may, at its sole discretion at
any time during the Term, pay to the Consultant a performance-based
bonus over and above the Fee (PERFORMANCE BASED BONUS). In determining
the extent of any Performance Based Bonus, the Company shall take into
consideration the key performance indicators of the Consultant and the
Company, as the Company may set from time to time, and any other matter
that it deems appropriate.
5.4 PLACE OF SERVICE
The Company shall provide for the use of the Consultant and the
Nominated Executive any office, secretarial assistance, facilities,
working conditions and other amenities that the Company currently has
or may in the future have available at its disposal for the Consultant
to utilise in the performance of its duties in accordance with this
Agreement.
5.5 TRAVEL
The Consultant acknowledges that as part of the conditions of its
consultancy, the Nominated Executive may be required (even at short
notice) to travel in the course of the Engagement and the Nominated
Executive agrees to undertake this travel on behalf of the Company.
6. EXPENSES
6.1 REIMBURSEMENT OF CONSULTANT'S TRAVEL EXPENSES
Subject to the Company's prior approval and upon provision of all
documentary evidence reasonably required by the Company, the Company
will reimburse the Consultant for all approved travelling
intra/interstate or overseas (travelling business class or as otherwise
agreed), including accommodation.
6.2 OFFICE EXPENSES
The Company agrees to provide the Consultant with US$1,000 per month as
reimbursement for office related expenses (the EXPENSE PAYMENT), such
payment to be made in arrears at the same time as payment of the Fee
(as set out in clause 5.2). It is acknowledged that the amount of
US$1,000 constitutes a reasonable reimbursement of the Consultant's
office related monthly expenses which include, but not limited to
telephone/facsimile/mobile telephone costs e-mail , computer services
and software update expenses , postage/courier expenses , presentation
material/printing expenses , secretarial expenses , car and parking ,
publications and subscriptions and entertaining.
7. ACKNOWLEDGMENTS
The Consultant and the Nominated Executive acknowledge that:
(a) all trade and business secrets, and other information
and Documents which are not generally known or
available or not already known or available to the
Consultant and/or the Nominated Executive at the time
of disclosure (other than through the Company's
disclosure and without breach of this clause 0) but
which relate to the affairs or business of the
Company and its related bodies corporate or any
person with whom the Consultant and/or the Nominated
Executive come into contact as a result of this
Agreement, or which come into the Consultant's and/or
the Nominated Executive's possession in the course
and by reason of the Engagement, whether or not the
same were originally supplied by the Company or its
related bodies corporate, are confidential
(CONFIDENTIAL INFORMATION);
(b) the Confidential Information has been and will be
acquired by the Company or its related bodies
corporate at the Company's or its related body
corporate's initiative and expense; and
(c) the Company and its related bodies corporate have
spent and will spend effort and money in establishing
and maintaining its customer base, employee skills
and the Confidential Information. Accordingly, it is
reasonable that the Consultant should enter into the
representations and warranties contained in this
Agreement.
8. CONFIDENTIALITY
8.1 SECRECY OF CONFIDENTIAL INFORMATION
The Consultant and the Nominated Executive agree that the Confidential
Information is at all times to be treated as secret and undertake to
maintain and take all steps necessary to maintain the Confidential
Information in strictest confidence.
8. 2 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
The Consultant and the Nominated Executive represent and warrant that
they will not, either during the Engagement or at any time afterwards
except in the proper course of the Consultant's and the Nominated
Executive's duties under this Agreement or as required by law or by the
Company, use or disclose to any person any Confidential Information,
and the Consultant and the Nominated Executive will use their best
endeavours to prevent the unauthorised use or disclosure of
Confidential Information by third parties. 8.3 DISCLOSURE TO THIRD
PARTIES
The Consultant and Nominated Executive agree that they will require any
third party who has been given access or shall be given access to the
Confidential Information to maintain that information in the strictest
confidence and to procure that they enter into confidentiality
agreements with the Company on terms satisfactory to the Company in its
reasonable discretion.
9. TERMINATION
9.1 GROUNDS FOR TERMINATION BY THE COMPANY
The Company may at its sole discretion terminate this Agreement at any
time for Cause effective immediately and without payment of any Fee
other than Fees accrued to the date of termination.
The Company may at its sole discretion terminate this Agreement at any
time, as provided in Clauses 3.1 (a), (c) and (d).
Furthermore, the Company may at its sole discretion terminate the
Engagement in the manner specified in clause 0:
(a) if at any time the Consultant is or goes into
liquidation or administration or receivership or
makes a composition or arrangement with creditors
generally or takes advantage of any statute for the
relief of insolvent debtors; or
(b) if at any time the Consultant or the Nominated
Executive:
(i) is incapacitated by illness or injury of any
kind which prevents the Nominated Executive
from performing his duties under this
Agreement for a period of three consecutive
months or any periods aggregating three
months in any period of 12 months during the
term of the Engagement;
(ii) is incapacitated by a serious illness or
injury of any kind which would conceivably
prevent the Nominated Executive from
performing his duties under this Agreement
for over two consecutive months.
(iii)
(iv) in the reasonable opinion of the Board, is
absent in, or demonstrates incompetence with
regard to the performance of his duties
under this Agreement, or is neglectful of
his duties under this Agreement or otherwise
does not perform his duties under this
Agreement in a satisfactory manner, provided
that the Nominated Executive:
a. has been counselled on at least three separate
occasions of the specific matters complained of by
the Board; and
b. after each such occasion has been provided with a
reasonable opportunity of at least 14 days to remedy
the specific matters complained of by the Board;
9.2 COMPANY TO GIVE NOTICE
Where the Company decides to terminate the Engagement for a reason
specified in clause 0, it may do so in the following manner:
a. for any reason specified in clause 9.1 (b) (i)(ii),
by giving three month's written notice or by making a
payment of three month's Fee in lieu thereof; or
b. for any reason specified in clause 9.1 (a) or 9.1
b(iv), , by giving one month's written notice or by
making a payment of one month's Fee in lieu thereof
9.3 GROUNDS FOR TERMINATION BY THE CONSULTANT
The Consultant may at its sole discretion terminate this Agreement
immediately by written notice to the Company if at any time the Company
commits any serious or persistent breach of any of the provisions
contained in this Agreement and the breach is not remedied within 30
days of receipt of written notice from the Consultant to the Company to
do so.
9.4 TERMINATION BY THE CONSULTANT
The Consultant may terminate the Engagement by giving the Company 12
months written notice.
9.5 CONSULTANT TO REPAY AMOUNTS OWING
Subject to any agreement to the contrary, on termination of the
Engagement the Consultant will pay or repay to the Company or its
related body corporate all sums which the Consultant then owes the
Company and its related body corporate, whether those sums are then due
to be paid or not.
9.6 NOT TO PREJUDICE RIGHTS
Termination of the Engagement will not prejudice any rights or remedies
already accrued to either party under, or in respect of any breach of,
thus Agreement.
10. CONSEQUENCES OF TERMINATION
10.1 DELIVER UP ALL PROPERTY
On termination of the Engagement, however occurring, the Consultant
will immediately:
a. deliver up to the Company all property belonging to
the Company or any of its related bodies corporate
which is in its or the Nominated Executive's
possession, including without limiting the foregoing,
the Company's Documents; and
b. destroy, deliver up to the Company (and not retain
any copy whatsoever) all electronically stored
information which is the property of the Company.
10.2 RESIGN OFFICES
On termination of the Engagement, however occurring, the Consultant and
the Nominated Executive, at the request of the Board, will resign
without claim for compensation from any office (including that of
director) held by it in the Company or in any related body corporate of
the Company. If the Consultant fails to do so, the Company is
irrevocably authorised to appoint another person in its name and on its
behalf to execute all documents and to do all things requisite to give
effect thereto.
10.3 NO REPRESENTATIONS
After termination of the Engagement, however occurring, the Consultant
and the Nominated Executive will not represent themselves as being in
any way connected with or interested in the business of the Company or
any of its related bodies corporate.
11. DISPUTE RESOLUTION
11.1 NOTICE OF DISPUTE
If a dispute arises in connection with this Agreement, a party to the
dispute may give to the other party to the dispute notice specifying
the dispute and requiring its resolution under this clause.
11.2 MEDIATION
If the dispute is not resolved within 7 days after the notice of
dispute is given to the other party (NOTICE PERIOD), the dispute is by
this clause submitted to mediation.
11.3 APPOINTMENT OF MEDIATOR
If the parties have not agreed upon the mediator and the mediator's
remuneration within 7 days after the Notice Period:
a. the mediator is the person appointed by; and
b. the remuneration of the mediator is the amount or
rate determined by,
the President of the Western Australian Law Society or the President's
nominee, acting on the request of either party to the dispute.
11.4 COURT PROCEEDINGS
If the dispute is not resolved within 28 days after the appointment of
the mediator, any party may then, but not earlier, commence proceedings
in any court of competent jurisdiction.
11.5 INJUNCTIVE RELIEF
This clause does not prevent either party from obtaining any
injunctive, declaratory or other interlocutory relief from a court,
which may be urgently required.
12. DELEGATION AND ASSIGNMENT This Agreement is personal to the parties
and:
a. the Consultant will not delegate the performance of
the duties set out in this Agreement to any employee
or agent of the Company without the prior written
consent of the Board or any nominee of the Board
(other than the Nominated Executive); and
b. this Agreement will not be assigned by either party
without the prior written consent of the other party.
13. SEVERANCE
If any provision of this Agreement is invalid and not enforceable in
accordance with its terms, all other provisions which are
self-sustaining and capable of separate enforcement without regard to
the invalid provision, shall be and continue to be valid and forceful
in accordance with their terms.
14. VARIATION
No modification or alteration of the terms of this Agreement shall be
binding unless made in writing dated subsequent to the date of this
Agreement and duly executed by the Parties.
15. NO WAIVER
Failure or omission by the Company at any time to enforce or require
strict or timely compliance with any provision of this Agreement will
not affect or impair that provision in any way, or the right of the
Company to avail itself of the remedies it may have in respect of any
breach of a provision.
16. NOTICES
16.1 REQUIREMENTS FOR NOTICE
Each notice authorised or required to be given to a Party shall be in
writing and may be delivered personally or sent by properly addressed
and prepaid mail or facsimile in each case addressed to the Party at
its address set out in clause 0, or as the case may be to such other
address as it may from time to time notify to the other Parties
pursuant to clause 0.
16.2 ADDRESS OF PARTIES
The initial address of the Parties shall be as follows:
In the case of the Company:
(15303 Xxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Facsimile: 00 111 8181-380-3021
Attention: Xxxxxxxx Xxxxxx
In the case of the Consultant and the Nominated Executive:
00 Xxxxxx Xxxx
XXXXXXXX XX 0000
Facsimile: INT + (000) 0000 0000
Attention: Xx Xxxx Poll
16.3 CHANGE OF ADDRESS
Each Party may from time to time change its address by giving notice
pursuant to clause 16.1 to the other Parties.
16.4 RECEIPT OF NOTICE
Any notice given pursuant to clause 16.1 will be conclusively deemed to
have been received:
a. in the case of personal delivery, on the actual day
of delivery if delivered prior to 5 pm (Perth time)
on a Business Day or on the next following Business
Day if delivered after 5 pm (Perth time) on a
Business Day or on other than a Business Day;
b. if sent by mail, on the second clear Business Day
after the day of posting; or
c. if sent by facsimile, on the day the facsimile was
sent by clear transmission.
17. FURTHER ASSURANCE
Each Party shall sign, execute and do all deeds, acts, documents and
things as may reasonably be required by the other Party to effectively
carry out and give effect to the terms and intentions of this
Agreement.
18. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the law from time to time in the State of Victoria and the Parties
agree to submit to the non-exclusive jurisdiction of the courts of
Victoria and the courts which hear appeals therefrom.
19. COUNTERPARTS
This Deed may be executed in any number of counterparts (including by
way of facsimile) each of which shall be deemed for all purposes to be
an original and all such counterparts taken together shall be deemed to
constitute one and the same instrument.
20. ENTIRE AGREEMENT
This Deed shall constitute the sole understanding of the Parties with
respect to the subject matter and replaces all other agreements with
respect thereto.
21. TIME
Time shall be of the essence in this Agreement in all respects.
22. COSTS
22.1 STAMP DUTY
All stamp duty assessed on or in respect of this Agreement shall be
paid by the Company.
22.2 LEGAL COSTS
Each Party shall bear their own legal costs of and incidental to the
preparation, negotiation and execution of this Agreement.
EXECUTED by the Parties as an Agreement.
EXECUTED by )
AVENUE ENERGY , INC. )
in accordance with the law of its )
place of incorporation )
and its constituent documents: )
/s/ Yam-Hin Tan
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Director
/s/ Xxxxxxxx Xxxxxx
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Director / Secretary
EXECUTED by )
DORMLEY PTY LTD )
ACN 009 159 728 )
in accordance with the Corporations Act: )
/s/ Jacob Xxx Xxxxxxxx Poll
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Director
/s/ V M Poll
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Director/ Secretary
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SIGNED by )
JACOB XXX XXXXXXXX POLL ) /s/ Jacob Xxx Xxxxxxxx Poll
in the presence of: ) (Signature)
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Signature of Witness
(Illegible)
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Full Name of Witness
(BLOCK LETTERS)
(Illegible)
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Address:
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Occupation:
