AGREEMENT FOR ADMINISTRATIVE SERVICES
THIS AGREEMENT FOR ADMINISTRATIVE SERVICES ("Agreement") is made the
15th day of March, 1997, by and between TRINITY PETROLEUM MANAGEMENT, LLC,
a Nevada limited liability company, 0000 Xxxxxxxx, Xxxxx 000, Xxxxxx, XX 00000
("Trinity"), and MYSTIQUE DEVELOPMENTS, INC., a Wyoming corporation, 0000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 ("Mystique").
RECITALS
Mystique desires to retain the services of Trinity to manage certain
oil and gas properties, and Trinity desires to provide the services under the
terms hereinafter set forth.
NOW THEREFORE, in consideration of the mutual promises contained
herein, and for other good and valuable consideration, the parties agree as
follows:
ARTICLE I.
RETENTION OF SERVICES
1.1 SERVICES RETAINED. Mystique agrees to retain Trinity to perform
certain functions relating to the management of oil and gas properties located
in the United States and Canada (the "Properties"). Said functions include
accounting services (such as rental and royalty payments, disbursement of
revenues to co-owners of oil and gas leases, and the preparation of monthly
financial statements), computer support, contract and lease administration, and
day-to-day operations.
ARTICLE II.
DUTIES OF TRINITY
2.1 PERFORMANCE OF SERVICES. Trinity shall undertake to perform the
services described in Article I, above, on behalf of Mystique. In performing the
services set forth in this Agreement, Trinity shall be subject to the
supervision and control of Mystique's officers and its Board of Directors. In no
event shall Trinity incur any obligation or enter into any transaction on behalf
of Mystique without the prior approval of an officer or the Board of Directors
of Mystique. All work shall be performed in accordance with applicable laws and
industry standards of diligence and care.
2.2 INDEPENDENT CONTRACTOR. Trinity is and shall be an independent
contractor in the performance of this Agreement and is solely responsible for
all of it's employees, including labor costs and expenses arising in connection
with them. Trinity shall have no responsibility for any expense or obligation of
Mystique under this Agreement.
ARTICLE III.
TERM
3.1 TERM. The term of this Agreement shall be for a period of six
months commencing on the date hereof, and shall continue thereafter on a
month-to-month basis, terminable upon 30 days prior written notice by either
party.
ARTICLE IV.
COMPENSATION
4.1 COMPENSATION FOR SERVICES. As compensation for services rendered,
Mystique shall pay to Trinity a fee of $2,000 per month, payable on the first
day of each month; provided, however, that the fee for the month of March 1997
shall be pro-rated and shall by paid by Mystique to Trinity on the date hereof.
4.2 THIRD-PARTY Expenses. The compensation described in Section 4.1,
above, does not include third-party expenses of Mystique that are paid by
Trinity which may include, without limitation, annual audit fees and expenses,
annual independent reservoir engineering fees and expenses, annual tax
preparation fees and expenses, legal fees, insurance and bonding expenses and
other miscellaneous expenses. Trinity shall obtain Mystique's approval prior to
incurring and paying such expenses on behalf of Mystique.
ARTICLE V.
INDEMNITY
5.1 INDEMNITY.
A) Mystique hereby agrees to indemnify and hold harmless
Trinity, its directors, officers, employees, agents, consultants and
representatives, to the fullest extent permitted by law, from and against all
losses, claims, damages, liabilities, costs and expenses (including without
limitation attorneys fees and costs of litigation) which (1) are related to or
arise out of (a) actions taken or omitted to be taken by Mystique; or (b)
actions taken or omitted by an indemnified person pursuant to this Agreement; or
(2) are otherwise related to or arise out of Trinity's activities on behalf of
Mystique under this Agreement, and Mystique will reimburse Trinity and any other
person indemnified hereunder for all expenses (including attorney's fees and
costs of litigation) as they are incurred by Trinity or such other indemnified
persons in connection with investigating, preparing or defending any such action
or claim, in connection with pending or threatened litigation in which Trinity
or any other indemnified person is or may be a party; provided however, Mystique
shall not be responsible for any losses, claims, damages, liabilities, costs or
expenses pursuant to
this Paragraph 5.1 (A) which are finally and judicially determined to have
resulted primarily from the bad faith, gross negligence or willful misconduct of
Trinity or its directors, officers, employees, agents, consultants and
representatives.
B) Trinity hereby agrees to indemnify and hold harmless Mystique, its
directors, officers, employees, agents and representatives, to the fullest
extent permitted by law, from and against all losses, claims, damages,
liabilities, costs and expenses (including without limitation attorney's fees
and costs of litigation) which (1) are related to compensation or any other
claim of Trinity employees, contractors or consultants retained to perform the
services hereunder; or (2) are finally and judicially determined to have
resulted primarily from the bad faith, gross negligence or willful misconduct of
Trinity or its directors, officers, employees, agents, consultants and
representatives.
ARTICLE VI.
MISCELLANEOUS
6.1 ENTIRE AGREEMENT. This Agreement represents the entire agreement of
the parties with respect to the transactions contemplated hereby and may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties.
6.2 COMPLIANCE WITH LAW. Trinity shall obtain such authorizations,
licenses, permits and other governmental or regulatory agency approvals as are
required for the performance of this Agreement by Trinity, and Mystique shall
incur no liability arising from Trinity's possession, or lack of possession, of
such requisite governmental authorizations and approvals, except that Mystique
shall reimburse Trinity for applicable third-party expenses as described in
Section 4.2 herein.
6.3 DOCUMENTS AND OTHER PROPERTY. Upon termination of this Agreement as
set forth herein, Trinity will deliver to Mystique all documents, data, and
property of any nature pertaining to the performance of the services hereunder
and will not, without the prior written consent of Mystique, retain any
documents, data or property of any description belonging to Mystique or any
reproduction or any description containing or pertaining to any proprietary
information.
6.4 ASSIGNMENT. No party may assign any of its rights or obligations
under this Agreement without the prior written consent of the other party.
6.5 BINDING AGREEMENT. This Agreement shall be binding upon, inure to
the benefit of, and be enforceable by Mystique and Trinity and their
respective successors and permitted assigns.
6.6 NOTICES. Unless otherwise amended in writing, all notices
required or permitted
hereunder shall be in writing and shall be deemed to have been given when
deposited in the United States mail, postage prepaid and addressed as follows:
If to Trinity: Trinity Petroleum Management LLC
0000 Xxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: J. Xxxxxx Xxxxxx
If to Mystique: Mystique Developments, Inc.
0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Attn: Xxx Xxxxxx
6.7 COLORADO LAW. This Agreement shall be governed by and construed
in accordance with Colorado law.
6.8 SEVERABILITY. The determination that any term or provision hereof
is invalid or unenforceable shall not affect or invalidate the remaining terms
and provisions of this Agreement.
6.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but all of which
shall constitute but one Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
TRINITY PETROLEUM MANAGEMENT, LLC
/s/ J. XXXXXX XXXXXX
-----------------------------------
J. Xxxxxx Xxxxxx
President
MYSTIQUE DEVELOPMENTS, INC.
/s/ XXX XXXXXX
-----------------------------------
Xxx Xxxxxx
President
