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MANAGEMENT AGREEMENT
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THIS AGREEMENT dated for reference the 15th day
of February, 2006,
BETWEEN:
Xxxxx Enterprises Ltd., a company incorporated
under the laws of British Columbia with its
registered axed records office at 000-000 Xxxx
Xxxxxx Xxxxxxxxx, X.X, X0X 000, Xxxxxx
(the "Manage,")
OF THE FIRST PART
AND
Nitro Petroleum, Incorporated a company
incorporated under the laws of Nevada with its
business offices at 123 Christie Mountain Lane
Okanagan Falls, BC V0 IRO, Canada
(the "Company")
OF THE SECOND PART
WHEREAS:
A. The Company carries on business as oil and gas
exploration (the "Business");
B. The Manager has certain expertise n the field of
oil and gas exploration related to the Business and the Company
desires to retain -the Manager to perform management services for
the Company and the Business in accordance with the terms and on
the conditions set forth in this Agreement;
C. The Manager has agreed to provide these services to
the Company and to the Business in accordance with the terms
and on the conditions as hereinafter set forth and the parties
hereto are entering into this Agreement to record their respective
rights and obligations in connection with the management of the
business.
THEREFORE THIS AGREEMENT WITHESSES that in consideration of the
premises, mutual covenants and Agreements herein contained, the
parties hereto covenant and agree with each other as follows:
1.00 APPOINTMENT
1.01 The Company hereby engages the Manager as a manager of the
Business and the Manager hereby accepts such engagement and agrees
to serve as manager of the Business on a full time basis
throughout the Term, (as hereinafter defined) on, the terms and
conditions herein set forth.
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2.00 TERM
2.01 The engagement of the Manager hereunder will be for a term of one (1) year
commencing as and from February 15, 2006 (the "Term"), subject to earlier
termination as provided for herein.
2.02 Unless this Agreement and the engagement of the Manager hereunder is
otherwise terminated prior to the expiration of the Term, the Term may be
renewed for further terms of one (1) year each at the option of the Company,
provided the Company gives the Manager at least one (1) months' notice in
writing of its intention not to renew the Term.
3.00 REMUNERATION
3.01 In consideration of the services to be rendered by the Manager
hereunder:
(a) the Company will pay to the Manager the sum of Thirty Thousand
US Dollars (USD $30,000.00) per year payable in 12 equal
monthly instalments of Two Thousand Five Hundred US Dollars
(USD $2,500.00) which amount will be payable on the 15th
business day of each calendar month of the Term, with the first
of such instalments payable on Xxxxx 00, 0000,
(x) the Company will reimburse the Manager for all travelling and
other out-ofpocket expenses of the Manager actually and
properly incurred in connection with the discharge of his
duties hereunder, provided that the Manager furnishes to the
Company all necessary receipts and statements with respect to
such expenses as and when required by the Company.
3.02 The remuneration to be paid to the Manager by the Company hereunder will be
subject to annual review by the Company's board of directors and will be agreed
upon between the parties hereto but will never be less than the amount
established in Paragraph 3.01 of this Agreement. If the parties fail to agree on
the remuneration to be paid to the Manager by the Company hereunder, the amount
of such remuneration will be determined by arbitration pursuant to the
provisions of paragraph 8.00 hereof.
4.00 TERMS AND CONDITIONS OF EMPLOYMENT
4.01 The Manager will serve the Company as an administrator and will provide
business advice and management services to the Company.
4.02 The Manager will have full power and authority to manage, direct and
control the day to day business and affairs of the Business, excepting only such
matters and duties as by law may be transacted or performed only by the board of
directors or shareholders of the Company with the rights, privileges and duties
of the position of Manager as defined by the Company from time to time.
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4,03 The manager will devote the whole of his business time, attention and
ability to the Business and will well and faithfully serve the Company during
the continuance of his term of engagement hereunder and will use Mrs best
efforts-to promote the interests of the Company and its Business.
5.00 CONFIDENTIALITY
5.01 The Manager will not disclose the private affairs or trade secrets of the
Company or the Business and will not use for Us own purposes or for purposes
other than those of the Company and the Business, arty confidential information
he may acquire in relation to the Company or the Business.
6.OO TERMINATION
6.01 This Agreement may be terminated in the following manner and in
the following circumstances
(a) at any time by notice in writing from the Company to the
Manager fox cause, including, but not limited to, a breach by
the Manager of any of the terms and conditions of this Agreement
and
(b) by no less than one (1) months' notice in writing given by
either party to the other, which notice in writing may be given
at any time.
7.00 VACATIONS
7.01 During the Term of this Agreement, or any renewal thereof, the Manager will
be entitled to a total of four (4) weeks paid vacation n each calendar year and
all other holidays as may from time to time be required by law, Such vacations
will be taken at such, times as the Company's board of directors may from time
to time determine having regard to the operation of the Business.
8.00 ARBITRATION
8.01 If there is any disagreements between the parties hereto with respect to
the terms of this Agreement or the interpretation thereof, the same will be
referred to a single arbitrator pursuant to Commercial Arbitration Act (B.C.),
and any amendments thereto, and the determination of such arbitrator will be
final and, binding upon the patties hereto.
9,00 INTERPRETATION
9.01. Each provision of this Agreement is declared to constitute a separate and
distinct covenant and will be severable from all other such separate and
distinct covenants.
9.02 If any covenant or provision is determined to be void or unenforceable, in
whole or in parts it will not be deemed to affect or impair the enforceability
or validity of any other covenant or provision of this Agreement or any part
thereof.
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9.03 The headings in this Agreement form no part of the agreement between the
parties and will be deemed to have been inserted for convenience only and will
not affect the construction hereof.
9.04 Wherever the singular or the masculine is used herein, the same will be
deemed to include the plural or the feminine or the body politic or corporate
where the context of the parties so require.
10.00 GOVERNING LAW
1.0.01 This Agreement will, in all respects, be governed by and construed in
accordance with the laws of the Province of British Columbia.
11.00 FURTHER DOCUMENTS
11.01 The parties will execute such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and, carry out the intent of this Agreement.
12.00 NOTICE
12.01 Any notice in writing required or permitted to be given to either party
hereunder will be deemed to have been well and sufficiently given if mailed by
prepaid registered mail or delivered or telecopied to the address of the party
to whom it is directed set forth on page 1, or such other address as either
party may from time to time direct in writing and any such notice will be deemed
to have been received, if mailed, three (3) business days after the date of
mailing and, if delivered or telecopied, upon the date of delivery or telecopy.
If normal mail service is interrupted by strike, slow down, force majeure or
other cause, a notice sent by mail will not be deemed to be received until
actually received, and the party sending the notice will deliver such notice in
order to ensure receipt thereof.
13.00 ENTIRE AGREEMENT
13.01 The provisions herein constitute the entire agreement between the parties
and supersede all previous expectations, undertakings, communications,
representations and agreements whether verbal or written between the parties
with, respect to the subject matter hereof.
14.00 NO PARTNERSHIP
1.4.07, No agency or partnership is hereby created between the parties and no
representations wit be made by either party which, would create any apparent
agency or partnership between the parties hereto,
15.00 ENUREMENT
15.01 The, provisions of this Agreement will entire to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
successors and assigns.
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IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.
THE CORPORATE SEAL OF )
X. Xxxxx Enterprises Ltd. )
was affixed hereto in the presence of: )
) c/s
signed )
------------------------------------- )
Authorized Signatory )
)
)
)
signed )
------------------------------------ )
Authorized Signatory
THE CORPORATE SEAL OF )
Nitro Petroleum, Incorporated )
was affixed hereto in the presence of: )
)
) c/s
signed )
----------------------------------- )
Authorized Signatory )
)
)
)
signed )
----------------------------------- )
Authorized Signatory )
