NONEXCLUSIVE AGENCY AGREEMENT [Pakistan Only]
[Pakistan
Only]
This
Nonexclusive Agency Agreement ("Agreement") is made as of May 12, 2006
("Effective Date") between
THE AMERICAN ENERGY GROUP, LTD., a Nevada Corporation (the
"Company") and HYCARBEX-AMERICAN
ENERGY, INC., a Nevis, West Indies corporation
and its
affiliates (individually and collectively "Agent").
RECITALS:
A.
Company is a Nevada domiciled, publicly held corporation which holds a royalty
interest in the Yasin Block Concession of the Islamic Republic of Pakistan
operated by Agent. In connection with its long range plans for growth and
development, Company desires to seek out and acquire additional Pakistan
concession royalties when and where available.
B. Agent
has
business contacts within Pakistan who have expressed an interest in selling
royalty interests in existing oil and gas concessions.
C. Company
and Agent have determined that it is in their mutual best interests for Company
to grant a limited non-exclusive agency unto Agent, subject to the terms
hereinafter set forth.
TERMS
OF AGREEMENT:
NOW,
THEREFORE, FOR VALUE RECEIVED and in consideration of the mutual covenants
contained herein, Company and Agent agree as follows:
1. Identification
of Referrals. Agent
shall identify to Company all potential sellers of Pakistan royalty interests
(the “Referrals”). The term "Referral(s)" shall include the identified
party(ies), any entity owned or controlled by the identified party(ies) and
their affiliates, even if the entities and affiliates are unknown or
non-existent at the time of identification. Agent shall not be entitled to
claim
as a proprietary Referral any person or entity with which Company has conducted
negotiations directly or through another agent in the past or is presently
conducting negotiations, or any person or entity which Company has targeted
for
such negotiations, it being the express intention of the parties to compensate
Agent only for Referral(s) sources which are unavailable to Company as of the
Effective Date and which are directed to Company after the Effective Date by
Agent.
Upon
timely identification of the Referral and acceptance by Company of the
Referral(s) as proprietary to Agent, Company agrees to maintain as confidential
any and all information provided by Agent and/or its associates regarding the
Referral(s) and agrees not to utilize such information for any purpose other
than as described herein. Company covenants and agrees not to circumvent Agent
in any way as to any Referral(s) properly and timely identified by Agent and
accepted by Company during the term of this Agreement.
2. Compensation
To Agent.
Company
agrees to compensate Agent by paying to Agent $50,000.00 for each royalty
interest which is purchased by Company from a Referral (“Agent’s Compensation”).
Agent’s Compensation shall become due and payable only upon consummation of a
royalty purchase transaction.
3. Acceptance
of Referral Discretionary With Company.
Under
no
circumstances shall Company be obligated to accept any royalty offer from any
Referral(s) of Agent. Company shall further have the right to approve any and
all purchase documents prior to acceptance of an offer.
4. Termination
and Duration of Compensation Obligations. Either
party may terminate this Agreement at any time upon written notice to the other.
Provided, however, that with regard to Referral(s) identified and accepted
prior
to termination, this Agreement shall have a duration of six months (6) from
and
after the Effective Date and Company shall be obligated to pay the Agent’s
Compensation described in Paragraph 2 above to Agent upon consummation of a
royalty purchase from any Referral(s) proprietary to Agent described during
such
six months (6) period.
5. No
Guarantee of Performance.
Agent
does not warrant or guarantee the performance of any Referral from which Company
purchases a royalty interest.
6. Deposits
by Company.
Company,
in its discretion, may deposit funds with Agent to be used by Agent to secure
a
royalty or an option to acquire a royalty. Any such funds deposited by Company
with Agent shall be properly and prudently applied solely for such purposes
and
shall, upon request of Company, be fully accounted by Agent.
7. Time
of Essence; Attorneys' Fees.
Time is
of the essence with respect to this Agreement and each party hereto shall have
the right of specific performance as to the obligations set forth herein. In
the
event that either party seeks enforcement of this Agreement in any legal or
equitable proceeding, the prevailing party in such proceeding shall be entitled
to recover from the other party all expenses attributable to such proceeding,
including interest, court costs and attorneys fees.
8. Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties pertaining to
the
subject matter hereof and supersede all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the parties pertaining
to the subject matter hereof. No supplement, amendment, alteration,
modification, waiver or termination of this Agreement shall be binding unless
executed in writing by the parties hereto.
9. Assignability.
Agent
shall not assign any of its rights hereunder without the express written consent
of Company. This Agreement binds and inures to the benefit of the parties hereto
and their respective heirs, successors, representatives, assigns and
transferees.
10.
APPLICABLE
LAW. THIS
AGREEMENT, OTHER DOCUMENTS DELIVERED PURSUANT HERETO AND THE LEGAL RELATIONS
BETWEEN THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS
OF THE ISLAMIC REPUBLIC OF PAKISTAN.
11.
Notices.
Any
notice, communication, request, instruction or other document required or
permitted hereunder shall be given in writing by certified mail, return receipt
requested, postage prepaid, or by overnight courier, prepaid telegram, or
personal delivery, as follows:
| If to Company: |
The
American Energy Group, Ltd.
000
Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxx,
Xxxxxxxxxxx XXX 00000
Attention:
President
|
|
| If to Agent: |
Hycarbex-American Energy, Inc.
Xxxxx
0, Xxxxxx 00 X-0/0
Xxxxxxxxx,
Xxxxxxxx
Attention:
President
|
or
to
such other address or to the attention of such other person as shall be
designated in writing by any party to the other party hereafter. All notices
will be deemed to have been given as of the date of receipt.
12.
Brokerage
Fees and Transaction Expenses.
Except
as otherwise provided herein, each party shall be solely responsible for all
expenses incurred by it in connection with this transaction, including, without
limitation, fees and expenses of its own counsel and accountants, and shall
not
be entitled to any reimbursement therefore from any other party hereto.
13.
Counterparts.
This
Agreement may be executed in counterpart originals, each of which shall be
treated as a fully executed original hereof when all parties hereto have
executed such a counterpart. For purposes hereof, a facsimile signature shall
be
deemed binding as if an original signature.
14. ARBITRATION.
IN THE
EVENT OF A DISPUTE BETWEEN THE PARTIES REGARDING THIS AGREEMENT, SUCH DISPUTE
SHALL BE RESOLVED SOLELY THROUGH ARBITRATION PROCEEDINGS CONDUCTED IN LONDON,
UNITED KINGDOM. IN SUCH PROCEEDINGS, EACH PARTY SHALL SELECT AN ARBITRATOR
AND
EACH SUCH SELECTED ARBITRATOR SHALL THEN SELECT A THIRD ARBITRATOR. THE
PROCEEDINGS SHALL BE CONDUCTED BY THE INTERNATIONAL CHAMBER OF COMMERCE’S
INTERNATIONAL COURT OF ARBITRATION.
SIGNATURES
APPEAR ON THE FOLLOWING PAGE
EXECUTED
effective as of the date set forth above.
|
Company:
|
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| THE AMERICAN ENERGY GROUP, LTD. | ||
| |
|
|
| By: | /s/ X. Xxxxxx Xxxxxxx | |
|
Name:
X. Xxxxxx Xxxxxxx
Title: President
|
||
| Agent: | ||
| HYCARBEX-AMERICAN ENERGY, INC. | ||
| |
|
|
| By: | /s/ Xxxxxxxx X. Xxxxx | |
|
Name:
Xxxxxxxx X. Xxxxx
Title: President
|
||
