EXHIBIT 10.26
Consulting Agreement between Petro Timor Companhia de Petroleos SA and Harvard
International Resources Ltd.
CONSULTING AGREEMENT
THIS AGREEMENT, made as of October 1, 2003, by and between Petro Timor
Companhia de Petroleos, SA, referred to as "Petro Timor", and Harvard
International Resources Ltd., referred to as "HIRL".
WITNESSETH:
WHEREAS, HIRL wishes to identify potential international exploration
and production opportunities for investment purposes, and
WHEREAS, Petro Timor has the available expertise to identify
international exploration and production activities for potential investment,
and
WHEREAS, At the request of HIRL, in-depth evaluations can be performed
by Petro Timor in connection with potential acquisitions of such investment
opportunities.
NOW, THEREFORE, in consideration of their respective covenants, the
parties agree as follows:
I. Services to be Performed.
Subject to the provisions of this Agreement, Petro Timor shall provide
the following services for the account of HIRL:
a. Monitor international exploration and production activities in
order to identify worthwhile projects for potential investment
opportunities on behalf of HIRL. The services will not include
any prospective investments in Canada and all work will be
performed outside of Canada.
b. At the request of HIRL, perform further in-depth evaluation of
potential acquisitions of such investment opportunities
identified by Petro Timor or by HIRL.
c. Performance of such other exploration and production analysis,
solely at the option of HIRL, as may be requested from time to
time by HIRL.
II. Compensation and Reimbursement.
For the performance of services described in Article I, HIRL shall
compensate and reimburse Petro Timor as follows:
a. Beginning on October 1, 2003, a monthly fee of $2500 in US
dollars shall be paid for the process of monitoring world-wide
exploration and production activities. Information resulting
in potential investment opportunities will be communicated to
HIRL management on a prompt basis. In addition, additional
investigation and evaluation of such investment opportunities
shall be provided to HIRL upon its request at a fee to be
mutually agreed upon at that time.
b. This payment will be due and payable on the last day of each
month.
c. This payment will include reimbursement of any direct charges
incurred by Petro Timor for the research work performed for
the account of HIRL. These reimbursements will be due and
payable upon receipt of invoice from Petro Timor to HIRL.
d. In the event that HIRL purchases an economic interest in
properties(s) recommended by Petro Timor, Petro Timor will
receive a one percent (1%) ownership interest in the amount
HIRL purchases and pays for. HIRL will own individually the
remaining ninety-nine (99%) interest in those properties.
III. Covenants of Each Participating Company.
In consideration for Petro Timor's agreement to perform the services
described in Article I, HIRL covenants and agrees to indemnify and hold
Petro Timor harmless from any loss or liability resulting from the
performance of services contracted by this Agreement excepting only
losses or liabilities resulting from Petro Timor's gross negligence or
wanton misconduct. Petro Timor covenants and agrees to keep
confidential all services to be performed for HIRL pursuant to this
Agreement.
IV. Term.
This Agreement shall continue from month to month until the same is
terminated by not less than 60 days written notice from either party.
On termination, each party shall be released from all obligations
accruing under the Agreement from and after the termination date but
HIRL shall remain obligated for all direct charges incurred by Petro
Timor prior to said date, whether or not known, asserted or invoiced
prior to said date.
V. Status of Employer.
It is understood and agreed that Petro Timor is acting as an
independent contractor and not as an agent of HIRL. All personnel used
by Petro Timor to perform services hereunder shall remain the employees
or consultants of Petro Timor.
VI. Notices.
All notices required or permitted by this Agreement shall be in writing
and shall be deemed to have been delivered to the other party when
delivered in person or transmitted by facsimile, mail, postage and
charges prepaid, addressed to Petro Timor or HIRL at the addresses set
forth below:
VII. General.
a. This Agreement shall be governed by the laws of the State of
Colorado, United States of America.
b. The provisions hereof inure to the benefit of and are binding
upon the successors in interest of each party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
COMPANIES
PETRO TIMOR COMPANHIA DE PETROLEOS, SA
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, President
HARVARD INTERNATIONAL RESOURCES LTD.
By: /s/ C. Xxxxxx Xxxx
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C. Xxxxxx Xxxx, President
By: /s/ X. X. Xxxxxx
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X. X. Xxxxxx, Vice President - Finance
