CONTRACT FOR SERVICES AGREEMENT
THIS AGREEMENT is entered into between FieldPoint Petroleum Corporation,
a Colorado corporation ("the Company"), and Strategic Financial Services,
Ltd., a West Indies corporation ("the Consultant").
1. The Company hereby contracts with the Consultant and the Consultant
hereby accepts such contract and agrees to perform the services and duties
specified herein upon the terms and conditions hereinafter set forth.
2. The initial term of this Agreement shall commence effective as of
April 1, 1999 and conclude on July 31, 1999 and will be renewable from month
to month thereafter upon such terms and conditions as may be agreed upon by
the parties hereto; provided, however, that this Agreement may be sooner
terminated as hereinafter set forth. In the event that both parties have a
desire to renew this Agreement, such parties shall, beginning on the date
thirty (30) days prior to the end of the term, make every effort to negotiate
the specific terms and conditions of the contract for the subsequent period.
3. The Consultant shall provide consulting services to the Company,
including but not limited to, preparing research reports relating to the oil
and gas industry, identifying and introducing representatives of the Company
to acquisition targets, energy industry analysts, and services related to the
Company attending energy conferences.
4. For services rendered by the Consultant during the initial term of
this Agreement, the Company agrees to issue to the Consultant an aggregate
amount of Thirty Five Thousand (35,000) shares of common stock of the Company
in four equal installments of Eight Thousand Seven Hundred Fifty (8,750)
shares of common stock of the Company; one such installment to be issued on
the last day of each month during the initial term of this Agreement.
5. In the event of the Consultant's failure to observe or perform any
of the provisions of this Agreement or the duties and responsibilities as
described herein, or in the event of misconduct by the Consultant which
substantially damages its utility to the Company for the work it performs, the
Company may terminate this Agreement.
6. The Consultant during the term of this Agreement may have access to
and become familiar with certain confidential information of the Company and
other information and records of the Company. The Consultant recognizes and
acknowledges that such information and records constitute valuable, special,
and unique property of the Company. The Consultant agrees that it will not,
during or after the term of this Agreement, disclose any of such information
and records to any person or firm, corporation, association, or other entity
for any reason or purpose whatsoever in any way. The Consultant further
agrees that all files, records, documents, and similar items relating to the
business of the Company, whether prepared by the Consultant or otherwise
coming into its possession, shall remain the exclusive property of the
Company. In the event of a breach or threatened breach by the Consultant of
the provisions of this Paragraph 6, the Company shall be entitled to an
injunction restraining the Consultant from disclosing, in whole or in part,
such information or records. Nothing herein shall be construed as prohibiting
the Company from pursuing any other remedies available to it for such breach
or threatened breach, including the recovery of damages from the Consultant.
7. The Consultant shall be an independent contractor and not an
employee of the Company under this Agreement. The Company will neither direct
nor control the work and services of the Consultant pursuant to this
Agreement. It is accordingly recognized and acknowledged by the Company and
the Consultant that the Consultant is not entitled to and is being afforded no
employment or employee benefits whatsoever by the Company under this Agreement
and the services arrangement provided hereunder. With respect to employment
benefits, the Consultant prefers to be an independent contractor and it shall
be solely responsible for its own employment benefits. The Consultant also
agrees to maintain adequate insurance to cover any claims arising out of the
performance of its services under this Agreement. The Consultant hereby
further indemnifies, holds harmless, and agrees to protect the Company from
any and all claims, losses, damages, causes of action, suits, and liability of
every kind, including all expenses of litigation, court costs, and attorneys'
fees, for injury, loss, or damage arising out of or in connection with the
work done or services performed by the Consultant or its agents or employees
under this Agreement. Such indemnity shall apply where such injury, loss, or
damage is caused in whole or in part from the negligence of the Company or its
agents or employees. The Consultant further recognizes and acknowledges that
all compensation paid under this Agreement to it is to be paid without
reduction for any Federal and/or state income, employment, or other taxes, it
being the sole responsibility of the Consultant to make provisions for taxes
as are required by law and the Consultant hereby indemnifies, holds harmless,
and agrees to protect the Company from any claims related to such taxes.
8. This Agreement supersedes any and all other agreements, either oral
or written, between the parties hereto with respect to the contract for
services hereunder and contains all of the covenants and agreements between
the parties with respect to such contract for services in every manner
whatsoever. No variations, modifications, amendments, or changes hereof shall
be binding on either party hereto unless set forth in a written document
executed by both parties.
9. Neither this Agreement nor any duties or obligations hereunder shall
be assignable by the Consultant without the prior written consent of the
Company. Subject to the foregoing sentence, this Agreement shall inure to the
benefit of and be binding on the representatives, successors, and assigns of
the respective parties.
10. If any action or proceeding at law or in equity is brought to
enforce or interpret any provision of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees and other costs incurred in
connection with such action or proceeding in addition to any other relief to
which it may be entitled.
11. The waiver of any breach of any term or condition of this Agreement
shall not be deemed to constitute the waiver of any other breach of the same
or any other term or condition. In the event that any provision of this
Agreement is found to be unenforceable or invalid, such provision shall be
severable from this Agreement and shall not affect the enforceability or
validity of any other provision contained in this Agreement.
12. This Agreement shall be subject to, governed by, and construed in
accordance with the laws of the State of Texas and venue shall be in Xxxxxx
County, Texas.
FIELDPOINT PETROLEUM CORPORATION
By:
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Xxx X. Xxxxxx, its President
STRATEGIC FINANCIAL SERVICES, LTD.
By:
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Xxxxx Xxxxxx
By:
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Xxxx Xxxxxxxxx
By:
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Xxxxxxx Xxxxxx
