EXHIBIT 10.4
SERVICES AGREEMENT
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entered into between
SETRIGHT OIL & GAS PTY LTD
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and
AUSTRALIAN OIL & GAS CORPORATION
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TABLE OF CONTENTS
1. INTERPRETATION AND PRELIMINARY...................................1
2. PURPOSE OF AGREEMENT.............................................2
3. DURATION.........................................................2
4. SERVICES.........................................................2
5. DETERMINATION & PAYMENT OF SERVICE FEE...........................2
6. DUTIES OF SETRIGHT OIL & GAS PTY LTD.............................3
7. DUTIES OF AUSTRALIAN OIL & GAS CORPORATION.......................3
8. SUB-CONTRACTS AND ASSIGNMENT.....................................3
9. BREACH...........................................................3
10. TERMINATION......................................................3
11. NOTICES........................................................
12. GOVERNING LAW....................................................4
13. LANGUAGE.........................................................5
14. WHOLE AGREEMENT, NO AMENDMENT....................................5
15. FAILURE TO REACH AGREEMENT.......................................5
16. DIVISIBILITY.....................................................5
17. SEVERABILITY.....................................................5
18. COSTS............................................................6
WHEREBY IT IS AGREED AS FOLLOWS:
1. INTERPRETATION AND PRELIMINARY
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The headings of the clauses in this Agreement are for the purpose of
convenience and reference only and shall not be used in the interpretation
of nor modify nor amplify the terms of this Agreement nor any clause
hereof. Unless a contrary intention clearly appears -
1.1. words importing -
1.1.1. any one gender include the other two genders;
1.1.2. the singular include the plural and vice versa; and
1.1.3. natural persons include created entities (corporate or
unincorporate) and the state and vice versa
1.2. save as the defined herein, or where the context clearly indicates to the
contrary, terms defined in the Service Agreement shall bear the meanings
ascribed to them therein when used in this Agreement. The following terms
shall have the meanings assigned to them hereunder -
1.2.1. "Services" - has the meaning of activities undertaken by Setright
Oil & Gas Pty Ltd in its ordinary operation of business and includes
but is not limited to the activities listed in Annexure A;
1.2.2. "Parties" - has the meaning of parties of this Agreement being
Australian Oil & Gas Corporation and Setright Oil & Gas Pty Ltd.
1.3. if any provision in a definition is a substantive provision conferring
rights or imposing obligations on any party, notwithstanding that it is
only in the definition clause, effect shall be given to it as if it were a
substantive provision in the body of the Agreement;
1.4. where figures are referred to in numerals and in words, if there is any
conflict between the two, the words shall prevail;
1.5. where any term is defined within the context of any particular clause in
this Agreement, the term so defined, unless it is clear from the clause in
question that the term so defined has limited application to the relevant
clause, shall bear the meaning first ascribed to it for all purposes in
terms of this Agreement, notwithstanding that that term has not been
defined in this interpretation clause;
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1.6. the rule of construction that the Agreement shall be interpreted against
the party responsible for the drafting or preparation of the Agreement,
shall not apply.
2. PURPOSE OF AGREEMENT
Australian Oil & Gas Corporation requires Setright Oil & Gas Pty Ltd to
provide the services as set out in Annexure A. Setright Oil & Gas Pty Ltd
have consented to provide the services in return for the payment of a
service fee.
3. DURATION
This Agreement shall be taken to have commenced on the 1 January 2005, and
shall remain in force for a period of three (3) years or unless terminated
in accordance with the termination clause 10.
4. SERVICES
4.1. The services to be provided by Setright Oil & Gas Pty Ltd are listed
in Annexure A.
4.2. The level and scope of the Services and the cost associated with
providing the services will be reviewed by both Parties annually or
more frequently as is required.
4.3. Additional Services may from time to time be agreed between the
Parties.
5. DETERMINATION & PAYMENT FEE FOR SERVICES
5.1. Setright Oil & Gas Pty Ltd will charge a fee for services to
Australian Oil & Gas Corporation on a monthly basis.
5.2. The fee for services will be determined each month based upon the
hours worked, specifically related to matters associated with
Australian Oil & Gas Corporation, by those personnel listed in
Annexure B, multiplied by an hourly rate as shown in Annexure C.
Subject to clause 4.2, the hourly rate as disclosed in Annexure C may
be amended.
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5.3. Australian Oil & Gas Corporation will pay the monthly service fee to
Setright Oil & Gas Pty Ltd by the 4th working day after the end of
month in question.
6. DUTIES OF SETRIGHT OIL & GAS PTY LTD
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Setright Oil & Gas Pty Ltd shall exercise all reasonable skill, care and
diligence in the conduct of the Services described in Annexure A.
7. DUTIES OF AUSTRALIAN OIL & GAS CORPORATION
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Australian Oil & Gas Corporation shall provide necessary support to enable
Setright Oil & Gas Pty Ltd to fulfil the service obligations as outlined in
this Agreement.
8. SUB-CONTRACTS AND ASSIGNMENT
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Setright Oil & Gas Pty Ltd shall not be entitled to sub-contract or assign
any of its obligations under this Agreement.
9. BREACH
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Australian Oil & Gas Corporation shall be entitled to cancel this Agreement
should Setright Oil & Gas Pty Ltd act in breach to this Agreement.
10. TERMINATION
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This Agreement may be terminated by either party giving the other party six
months notice.
11. NOTICES
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11.1. For all purposes under this Agreement, whether in respect of court
process, notices or other documents or communications of whatsoever,
the following addresses shall apply, unless otherwise notified.
11.1.1. Australian Oil & Gas Corporation -
Level 25
000 Xxxxxxx Xxxxxx
Xxxxxxxxx XXX 0000, Xxxxxxxxx
Attention: Xxxx Xxxxxx
Australian Oil & Gas Corporation
Telephone: x00 0 0000 0000
Fax: x00 0 0000 0000
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Email: xxxx.xxxxxx@xxxxxx.xxx
11.1.2. Setright Oil & Gas Pty Ltd -
Xxxxx 00,
000 Xxxxxxx Xxxxxx,
Xxxxxxxxx XXX 0000, Xxxxxxxxx
Attention: General Manager
Setright Oil & Gas Pty Ltd
Telephone: x00 0 0000 0000
Fax: x00 0 0000 0000
Email: xxxxx@xxxxx.xxx
11.2. Any notice or communication required or permitted to be given in
terms of this Agreement shall be valid and effective only if in
writing but it shall be competent to give notice by fax.
11.3. Either party must notify the other party of any change to the
physical address as specified above.
11.4. Any notice to a party -
11.4.1. sent by prepaid registered post (by airmail if appropriate) in
a correctly addressed envelope to it at its address shall be
deemed to have been received on the 14th (fourteenth) business
day after posting (unless the contrary is proved);
11.4.2. delivered by hand to a responsible person during ordinary
business hours at its address hall be deemed to have been
received on the day of delivery; or
11.4.3. sent by fax to its chosen fax number stipulated in clause
11.1, shall be deemed to have been received on the date of
despatch (unless the contrary is proved).
12. GOVERNING LAW
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The interpretation, implementation and termination of this Agreement will
be in accordance with the laws of Victoria, Australia and shall, for all
purposes of this Agreement, be the governing law of this Agreement.
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13. LANGUAGE
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All notices and correspondence in respect of this Agreement shall be in the
English language.
14. WHOLE AGREEMENT, NO AMENDMENT
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This Agreement constitutes the whole Agreement between the Parties relating
to the subject matter hereof.
No Amendment to this Agreement will be permitted without consent from both
Parties, upon which this Agreement will be repealed and a new Agreement
written.
15. FAILURE TO REACH AGREEMENT
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Where it is specified in this Agreement that certain matters are to be
agreed between the Parties, failure to reach Agreement in respect of such
matter will not affect the validity and enforceability of the whole or any
other part of this Agreement.
16. DIVISIBILITY
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This Agreement shall be deemed to be a separate and severable Agreement
between the parties in respect of each of the Services, and the termination
of this Agreement in respect of any 1 (one) or more of the services so
comprising the Services (as contemplated in Annexure A) shall not terminate
this Agreement in respect of the rendering of any of the other services
comprising the Services in terms hereof.
This Agreement also remains separate and severable from other Agreements
made between the Parties or representatives of the Parties
17. SEVERABILITY
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Any provision in this Agreement which is or may become illegal, invalid or
unenforceable in any jurisdiction affected by this Agreement shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability and shall be treated pro non scripto and severed from the
balance of this Agreement, without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
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18. COSTS
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Each Party shall bear its own costs in respect of the preparation and
finalisation of this Agreement.
SIGNED by the Parties on the following dates respectively:
SIGNATURES
For: Australian Oil & Gas Corporation
/s/ M.A.XXXXXX May 4th 2005
................................................ DATE ...............
GENERAL MANAGER
For: Setright Oil & Gas Pty Ltd
/s/ E.G.XXXXXX May 4th 2005
................................................ DATE ...............
DIRECTOR
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ANNEXURE A
SERVICES
The scope of the Services, to be performed by Setright Oil & Gas Pty Ltd for the
duration of this Agreement shall include, without being limited to, the
following:
Administration/Secretarial
Correspondence
Funding requirements/Projections
Continuing Permit Requirements Assessment
Company Secretarial Matters
Expenditure Forecasting and Monitoring
General Accounting Support
Records Keeping
Government Reports
Discussions with Brokers
Office Administration
Website Management
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ANNEXURE B
PERSONNEL
The personnel that will be performing the Services, on behalf of Setright Oil &
Gas Pty Ltd for the duration of this Agreement are as follows:
X. Xxxxxx
X. Xxxxxxxx
Pursuant to Item 4 of this agreement the above consultants may be changed with
the agreement of both parties.
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ANNEXURE C
HOURLY RATE
The hourly charge out rate for the personnel that will be performing the
Services, on behalf of Setright Oil & Gas Pty Ltd has initially been set as
follows:
X. Xxxxxx US$55.00
X. Xxxxxxxx US$55.00
Pursuant to clause 4.2 of this agreement the above rates may be amended with the
agreement of both parties.
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