Exhibit 10.1
CONSULTING AGREEMENT
THIS AGREEMENT is dated for reference this 1st day of July
2005.
BETWEEN:
SILVER STAR ENERGY INC., a body corporate duly incorporated
under the laws of the State of Nevada, and having an office at
#200 00000 Xxxx Xxxxxxx Xxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000
(hereinafter called the "Company")
AND: OF THE FIRST PART
XXXXXX XXXXXXXX, an individual with an office at #000 0000
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0.
(hereinafter called the "Consultant")
OF THE SECOND PART
WHEREAS:
A. The Company is desirous of retaining the consulting services of the
Consultant on a continuing basis and the Consultant has agreed to serve the
Company as an independent contractor upon the terms and conditions hereinafter
set forth.
FOR VALUABLE CONSIDERATION it is hereby agreed as follows:
1. The Consultant shall provide consulting services as President of the Company,
and the Consultant shall serve the Company (and/or such subsidiary or
subsidiaries of the company as the Company may from time to time require) in
such consulting capacity or capacities as may from time to time be determined by
resolution of the Board of Directors of the Company and shall perform such
duties and exercise such powers as may from time to time be determined by
resolution of the Board of Directors, as an independent contractor.
2. The term of this Agreement shall be on a continuous month-to-month basis,
subject to the termination provisions in paragraph 11 and paragraph 13.
3. The basic remuneration for the Consultant's services hereunder shall be at
the rate of $15,000 US per month, subject to quarterly review by the Board of
Directors, together with any such increments thereto and bonuses as the Board of
Directors of the Company may from time to time determine, payable in advance on
the first business day of each calendar month.
4. The Consultant shall be responsible for:
a. the payment of income taxes as shall be required by any
governmental entity with respect to compensation paid by the
Company to the Consultant;
b. maintaining proper financial records of the Consultant, which
records will detail, amongst other things, expenses incurred on
behalf of the Company; and
c. obtaining all necessary licenses and permits and for complying
with all applicable federal, state and municipal laws, codes and
regulations in connection with the provision of services
hereunder and the Consultant shall, when requested, provide the
Company with adequate evidence of compliance with this paragraph.
5. The terms "subsidiary" and "subsidiaries" as used herein mean any corporation
or company of which more than 50% of the outstanding shares carrying voting
rights at all times (provided that the ownership of such shares confers the
right at all times to elect at least a majority of the Board of Directors of
such corporation or company) are for the time being owned by or held for the
Company and/or any other corporation or company in like relation to the Company
and include any corporation or company in like relation to a subsidiary.
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6. During the term of this Agreement, the Consultant shall provide the
consulting services to the Company, and the Consultant shall be available to
provide such services to the Company in a timely manner subject to availability
at the time of the request.
7. The Consultant shall be reimbursed for all traveling and other expenses
actually and properly incurred in connection with the duties hereunder. For all
such expenses the Consultant shall furnish to the Company an itemized invoice,
detailing the services performed and expenses incurred, including receipts for
such expenses on a monthly basis.
8. The Consultant shall not, either during the continuance of this contract or
at any time thereafter, disclose the private affairs of the Company and/or its
subsidiary or subsidiaries, or any secrets of the Company and/or subsidiary or
subsidiaries, to any person other than the Directors of the Company and/or its
subsidiary or subsidiaries or for the Company's purposes and shall not (either
during the continuance of this Agreement or at any time thereafter) use, for the
Consultant's own purposes or for any purpose other than those of the Company,
any information the Consultant may acquire in relation to the business and
affairs of the Company and/or its subsidiary or subsidiaries.
9. The Consultant shall well and faithfully serve the Company or any subsidiary
as aforesaid during the continuance of this Agreement to the best of the
Consultant's ability in a competent and professional manner and use best efforts
to promote the interests of the Company.
10. The Consultant agrees with the Company that during the term of this
Agreement, so long as the Board of Directors of the Company may so desire, to
serve the Company as an officer and director, as applicable, without additional
remuneration other than as provided in paragraph 3.
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11. This Agreement may be terminated forthwith by the Company, without prior
notice, if at any time:
(a) The Consultant shall commit any breach of any of the
provisions herein contained, including negligent performance
of the duties hereunder; or
(b) The Consultant shall be guilty of any misconduct or neglect in
the discharge of their duties hereunder; or
(c) The Consultant shall become bankrupt or make any arrangements
or composition with the Consultant's creditors; or
(d) The Consultant shall become unsound mind or be declared
incompetent to handle their own personal affairs; or
(e) The Consultant shall be convicted of any criminal offence
other than an offence which, in the reasonable opinion of the
Board if Directors of the Company, does not affect their
position as a Consultant or, if applicable, as a director of
the Company.
12. In the event this Agreement is terminated by reason of default on the part
of the Consultant, then at the request of the Board of Directors of the Company,
the Consultant shall forthwith resign any position or office that the Consultant
then holds with the Company or any subsidiary of the Company.
13. In addition to the termination provisions contained in paragraph 11, either
party may terminate this agreement upon thirty (30) days written notice to the
other party, or upon a different period of time as may be mutually agreed upon.
14. The Company is aware that the Consultant has now and will continue to have
financial interests in other companies and properties and the Company recognizes
that these companies and properties will require a certain portion of the
Consultant's time. The Company agrees that the Consultant may continue to devote
time to such outside interests, PROVIDED THAT such interests do not conflict
with, in any way, the time required for the Consultant to perform their duties
under this Agreement.
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15. The services to be performed by the Consultant pursuant hereto are personal
in character, and neither this Agreement nor any rights or benefits arising
thereunder are assignable by the Consultant without the previous written consent
of the Company.
16. The parties shall indemnify and save each other harmless from and against
all claims, actions, losses, expenses, costs or damages of every nature and kind
whatsoever which either party, including their respective officers, employees or
agents may suffer as a result of the negligence of the other party in the
performance or non-performance of this Agreement.
17. It is expressly agreed, represented and understood that the parties hereto
have entered into an arms length independent contract for the rendering of
consulting services and that the Consultant is not the employee, agent or
servant or the Company. Further, this agreement shall not be deemed to
constitute or create any partnership, joint venture, master-servant,
employer-employee, principal-agent or any other relationship apart from an
independent contractor and contractee relationship.
18. Any notice in writing or permitted to be given to the Consultant hereunder
shall be sufficiently given if delivered to the Consultant personally or mailed
by registered mail, postage prepaid, addressed to the Consultant at the last
residential address known to the Secretary of the Company. Any such notice
mailed as aforesaid shall be deemed to have been received by the Consultant on
the first business day following the date of mailing. Any notice in writing
required or permitted to be given to the Company hereunder shall be given by
registered mail, postage prepaid, addressed to the Company at the address shown
on page 1 hereof. Any such notice mailed as aforesaid shall be deemed to have
been received by the Company on the first business day following the date of the
mailing. Any such address for the giving of notices hereunder may be changed by
notice in writing given hereunder.
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19. The provisions of this Agreement shall endure to the benefit of and be
binding upon the Consultant and the successors and assigns of the Company. For
this purpose, the terms "successors" and "assigns" shall include any person,
firm or corporation or other entity which at any time, whether by merger,
purchase or otherwise, shall acquire all or substantially all of the assets or
business of the Company.
20. Every provision of this Agreement is intended to be serverable. If any term
or provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of the
provisions of this Agreement.
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IN WITNESS WHEREOF this Agreement has been executed as of the day,
month and year first above written.
SILVER STAR ENERGY INC.
Per: /s/ Xxxxx Xxxxxx
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AUTHORIZED SIGNING OFFICER
XXXXXX XXXXXXXX
/s/ Xxxxxx XxXxxxxxx
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