Exhibit 10.1
JOINT VENTURE AGREEMENT BETWEEN
DOMINUS ENERGY AND PEPPER ROCK RESOURCES CORP
This Agreement ("JVA") dated February 5th, 2010 is between Dominus Energy, AG.,
a Swiss Corporation ("DOMINUS") and Pepper Rock Resources Corporation, a Nevada
Corporation ("PEPPER ROCK"), known individually as "PARTY" or collectively as
the "PARTIES.
WHEREAS, Dominus and Pepper Rock joined efforts in executing this JVA to develop
and produce natural gas within the Manyberries Province located in Alberta,
Canada.
WHEREAS, Dominus has provided Pepper Rock the sole rights to acquire and develop
the property within Manyberries Province. Pepper Rock must pay the agreed upon
sum of $500,000USD (Five Hundred Thousand Dollars) within 6 months from the date
of this agreement. This investment of $500,000 will give Pepper Rock a 49%
working interest with an option to acquire the additional 51% in the property.
Any capital needs in developing the area are the sole responsibility of Pepper
Rock Resources.
NOW THEREFORE, in consideration of the mutual agreements herein set forth, the
Parties hereto agree as follows:
AGREEMENT
Dominus Energy shall give Pepper Rock the EXCLUSIVE right to participate in the
Manyberries Development as long as Pepper Rock meets its funding obligations, as
stated above.
Dominus has relied on Pepper Rock's representations that they will fully fund
the amounts as noted above, including but not limited to, $500,000 USD and all
capital needs for developing the area. Failure by Pepper Rock to meet its
funding requirements within the 6 month time limit allowed will forfeit their
right to further develop the property, no monies will be returned.
THE PROPERTY
The Manyberries Development is located in Southern Alberta in close proximity to
the Montana border. The facilities and installation consist of 6 miles of 6-inch
high-pressure sour pipeline tested to operate at 1200 P.S.I. There are also 3.5
miles of 3-inch poly pipeline for produced water and a 2-inch poly pipeline for
fuel gas. The natural gas pipelines connect to a major trunk line operated by
EnCana which extend out towards three gas xxxxx ready for tie-in.
PEPPER ROCK EXCLUSIVITY: Dominus warrants that during the term of this JVA,
Pepper Rock has the exclusive right to participate in the Manyberries
Development, subject to Pepper Rock funding according to the terms agreed.
ARBITRATION: Any dispute arising out of or relating to this JVA, including the
breach, termination or validity thereof, shall be finally resolved by
arbitration administered by the American Arbitration Association in accordance
with its Commercial Arbitration Rules ("RULES") in effect at the time the
request for arbitration is filed. The number of arbitrators shall be three and
shall be appointed in accord with such Rules. The place of the arbitration shall
be in the County of Los Angeles, State of California. The governing law shall be
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the substantive law of the state of State of California, without regard to its
choice of law rules.
Pre-hearing discovery shall be limited. The Parties shall produce documents that
support any claim or defense to be decided by the panel. Document requests may
be served if approved by the panel. The panel shall set the timing for any
production. Depositions shall not be allowed except upon showing of good cause
as determined by the panel. To the extent discovery shall be allowed, it shall
be subject to the Federal Rules of Civil Procedure and Federal Rules or
Evidence.
The Parties shall be limited in seeking interim or emergency relief to the
methods set forth in the Rules. The Parties shall not seek emergency relief from
any court, forum or tribunal in the State of California, any other state which
has jurisdiction over the Parties, or any federal court. Any award shall be
enforced in accordance with the Rules.
SEVERABILITY: If in any judicial or arbitral proceedings a court or arbitrator
shall refuse to enforce any provision of this JVA, then such unenforceable
provision shall be deemed eliminated from this JVA for the purpose of such
proceedings to the extent necessary to permit the remaining provisions to be
enforced. To the full extent, however, that the provisions of any applicable law
may be waived, they are hereby waived to the end that this JVA be deemed to be
valid and binding agreements enforceable in accordance with its terms, and in
the event that any provision hereof shall be found to be invalid or
unenforceable, such provision shall be construed by limiting it so as to be
valid and enforceable to the maximum extent consistent with and possible under
applicable law.
COUNTERPARTS: This JVA may be executed in any number of counterparts and by each
of the Parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which together shall constitute one
and the same agreement.
CONFIDENTIAL INFORMATION: Except as required in the performance of obligations
hereunder, or otherwise specifically required by law, or with the prior consent
of the Parties on a case-by-case basis, each Party shall forever hold
confidential and shall not in any manner disclose, use for personal benefit, or
directly or indirectly use for the benefit of any other person, Confidential
Information that has come or shall hereafter come into each other Parties
possession. The Parties recognize the importance of protecting its and the other
Party's Confidential Information and further recognizes that this restriction
shall continue in full force and effect for a period not to exceed Thirty-six
(36) months after termination of this JVA. No later than the end of the Term of
this JVA, the Parties shall return to one another, without making retaining
copies thereof, all documents, records, computer information, maps and charts
and other repositories containing Confidential Information.
ASSIGNMENT: Neither Party shall have the right to assign this JVA. The rights
and obligations of this JVA shall bind and benefit any successors or assigns of
the Parties.
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AMENDMENTS & WAIVERS: No amendment or waiver of any term, provision or condition
of this JVA shall be effective, unless in writing and executed by the Parties.
No waiver on any one occasion shall extend to or effect or be construed as a
waiver of any right or remedy on any future occasion. No course of dealing of
any Person nor any delay or omission in exercising any right or remedy shall
constitute an amendment of this JVA or a waiver of any right or remedy of any
party hereto.
LIMITS OF PEPPER ROCK RESPONSIBILITY; INDEMNIFICATION: Dominus will indemnify
and hold harmless Pepper Rock and its officers, directors, principals, partners,
members, employees, agents, representatives and affiliates (each being an
"Indemnified Party") from and against any and all losses, claims, actions,
damages and liabilities, joint or several, to which such Indemnified Party may
become subject under any applicable federal or state law, made by any third
party or otherwise, relating to or arising out of the Services or other matters
referred to in or contemplated by this JVA or the engagement of such Indemnified
Party pursuant to, and the performance by such Indemnified Party, of the
Services or other matters referred to or contemplated by this JVA, and Dominus
will reimburse Pepper Rock for all costs and expenses (including, without
limitation, reasonable attorneys' fees and expenses) as they are incurred in
connection with the investigation of, preparation for or defense of any pending
or threatening claim, or any action or proceeding arising there from, if and
when Pepper Rock is a named party thereto.
Dominus shall, to the full extent lawful, reimburse, indemnify and hold the
Indemnified Parties harmless of and from any and all expenses, losses, damages,
liabilities, demands, charges and claims of any nature whatsoever (including
attorneys' fees) in respect of or arising from any acts or omissions of such
Indemnified Party made in good faith in the performance of Pepper Rock's duties
under this JVA and not constituting such Indemnified Party's bad faith, willful
misconduct, gross negligence or reckless disregard of Pepper Rock's duties under
this JVA. Notwithstanding the foregoing provisions of this paragraph, Dominus
shall not be obligated to reimburse, indemnify and hold any Indemnified Party
harmless if such indemnification would not be permitted under the terms and
provisions of this JVA.
The indemnifying Party's obligations under this Section are subject to:
i) the other Party giving prompt notice of such action, claim or threat
and all applicable information in the indemnifying party's possession
with respect thereto;
ii) the other party giving reasonable assistance at the indemnifying
party's expense in connection therewith; and,
iii) the indemnifying party having sole authority to control, defends, and
settles the matter.
LIMITS OF DOMINUS RESPONSIBILITY; INDEMNIFICATION: Pepper Rock will indemnify
and hold harmless Dominus and its officers, directors, principals, partners,
members, employees, agents, representatives and affiliates (each being an
"Indemnified Party") from and against any and all losses, claims, actions,
damages and liabilities, joint or several, to which such Indemnified Party may
become subject under any applicable federal or state law, made by any third
party or otherwise, relating to or arising out of the Services or other matters
referred to in or contemplated by this JVA or the engagement of such Indemnified
Party pursuant to, and the performance by such Indemnified Party, of the
Services or other matters referred to or contemplated by this JVA.
The indemnifying Party's obligations under this Section are subject to:
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i) the other Party giving prompt notice of such action, claim or threat
and all applicable information in the indemnifying party's possession
with respect thereto;
ii) the other party giving reasonable assistance at the indemnifying
party's expense in connection therewith; and,
iii) the indemnifying party having sole authority to control, defends, and
settles the matter.
NO CONFLICTS: Pepper Rock represents and warrants that performance of this JVA
does not and will not breach any other agreement to which Pepper Rock is a
party. Pepper Rock further represents and warrants that Pepper Rock has not
entered into and agrees not to enter into, any agreement, either oral or
written, in conflict with or in violation of this JVA.
BINDING OBLIGATION: Upon its execution and delivery, this JVA shall constitute
the valid and binding obligation of a Party and the Parties, enforceable against
the Parties or a Party in accordance with its terms, except that such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors' rights
and general principles of equity.
AUTHORITY: The Parties represent that they have the full power and authority to
enter into and perform this JVA and that the Parties have authorized the
execution, delivery, and performance of this JVA.
COMPLIANCE WITH LAWS: The Parties agree that in the course of fulfilling their
respective responsibilities under this JVA, the Parties shall not engage in any
conduct, furnish any information or take any other action which would violate or
cause either Party to violate any United States law or lose any United States
federal tax benefits, including but not limited to any of the activities
described in or prohibited by The Foreign Corrupt Practices Act of 1977, Section
999 of The Internal Revenue Code of 1986, The Export Administration Act of 1984,
and all regulations promulgated hereunder.
Furthermore, the Parties agree that in during the Term of this JVA and
provisions set forth herein, the Parties will use all reasonable efforts to
comply with and avoid violation of any applicable laws of the United States of
America, any state as well as any other jurisdiction or political subdivision
thereof the Parties do business in, including regulations, rules and orders
promulgated under such laws and customs having the effect of law. Without
limiting the generality of the foregoing, the Parties will not make any offer,
payment, promise to pay or authorization of the payment of any money, or any
offer, gift, promise to give, or authorization of the giving of anything of
value, directly or indirectly, to any government official, political party,
party official, or candidate for public or political office to induce such
persons to use their influence with a government or instrumentality in order to
obtain an improper business advantage for the Parties.
EQUITABLE REMEDIES: The Parties acknowledge that irreparable injury will result
to the other Party from violation of any of the terms of this JVA. Therefore,
the Parties expressly agree that the other Party shall be entitled, in addition
to damages and any other remedies provided by law, to an injunction (without
notice and without the necessity of posting a bond) or other equitable remedy
respecting such violation or continued violation.
COUNSEL; INTERPRETATION: The Parties to this JVA acknowledges that such Party
has caused this JVA to be reviewed and/or had the opportunity to have it
approved by legal counsel of such party's own choice. The Parties have
negotiated the provisions of this JVA, and any presumption that an ambiguity
contained in this JVA shall be construed against the Party that caused this JVA
to be drafted shall not apply to the interpretation of this JVA.
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ENTIRE AGREEMENT: This JVA contain the entire understanding of the Parties with
respect to the subject matter hereof and supersedes any prior communication or
agreement with respect thereto.
If Pepper Rock decides, for whatever reason, not to proceed with its Pepper Rock
Investment in any or all of the AMIs at the end of its ten (10) day due
diligence period, then this JVA shall immediately become null and void.
NOTICES: Any notice or communication provided for or required by this JVA to be
in writing shall be:
a. Hand delivered
b. Sent by certified mail with full postage, or
c. Sent by overnight courier service with proof of delivery.
Any notice so sent shall be deemed received upon the earlier of an actual
receipt or Three (3) business days after proper posting.
The above information agreed on this _____day of February, 2010,
DOMINUS ENERGY AG PEPPER ROCK RESOURCES CORP.
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Title Title
END OF JVA
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