CONSULTING AGREEMENT
THIS
AGREEMENT
made
effective as of the ____ day of _____________________, 2004.
BETWEEN:
OILSANDS
QUEST INC.,
a body
corporate incorporated under the laws of Alberta (hereinafter called the
"Corporation")
-
and
-
XXXXX
XXXXX,
an
individual resident in Calgary, Alberta (hereinafter called the
"Consultant")
WHEREAS
the
Corporation wishes to engage the
Consultant to provide services as the Chief Financial Officer of the
Corporation pursuant
to the terms of this Agreement;
AND
WHEREAS
the
Consultant wishes to accept his
engagement under the terms of this Agreement to provide the services as the
Chief Financial Officer of
the
Corporation pursuant to the terms of this Agreement;
NOW
THEREFORE
in
consideration of the provision of services by the Consultant to the Corporation,
and the engaging of the Consultant by the Corporation, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
ARTICLE
I
DEFINITIONS
AND INTERPRETATION
1.1 In
this
Agreement, the following terms shall have the following meanings:
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(a)
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"Act"
means the Business
Corporations Act (Alberta),
as amended;
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(b)
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"affiliated"
has the meaning set out in the Act, and an "affiliate" means one
of two or
more affiliated bodies corporate;
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(c)
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"Agreement"
means this Consulting Agreement;
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(d)
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"AMI"
means an area of mutual interest which, for the purposes of this
Agreement, shall be that area covered by the Permits and any oilsands
permits that are contiguous to the existing boundaries of the
Permits;
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(e)
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"Base
Fee" means the amount paid to the Consultant annually by the Corporation
pursuant to Article 5.1;
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(f)
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"Board
of Directors" means the board of directors of the
Corporation;
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(g)
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"Business"
means the business of the
Corporation;
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(h)
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"Cause"
means any reason which would entitle the Corporation to terminate
the
Consultant's engagement without notice or payment in lieu of notice
at
common law, or under the provisions of any other applicable law or
regulation and includes, without limiting the generality of the
foregoing:
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(i)
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fraud,
misappropriation of the Corporation's property or funds, embezzlement,
malfeasance, misfeasance or nonfeasance in office which is willfully
or
grossly negligent on the part of the Consultant;
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(ii)
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the
willful allowance by the Consultant of his duty to the Corporation
and his
personal interests to come in conflict in a material way in relation
to
any transaction or matter that is of a substantial nature;
or
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(iii)
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the
material breach by the Consultant of any of his covenants or obligations
under this Agreement including, without limitation, any non-competition,
non-solicitation or confidentiality covenants with the
Corporation;
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(i)
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"Company
Property" includes any and all proprietary technology, financial,
operating and training information, all works of expression and any
copyrights in such works, current or potential business contacts
and
contract development information, patentable inventions, discoveries
or
trade secrets, and any materials, tools, equipment, devices, records,
files, data, tapes, computer programs, computer disks, software,
communications, letters, proposals, memoranda, lists, drawings,
blueprints, correspondence, specifications or any other documents
or
property belonging to the Corporation or any Related
Corporations;
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(j)
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"Confidential
Information" means any information of a confidential nature which
relates
to the Business of the Corporation or any Related Corporation, including,
without limiting the generality of the foregoing, trade secrets,
technical
information, marketing strategies, sales and pricing policies, financial
information, business, marketing or technical plans, programs, methods,
techniques, concepts, formulas, documentation, intellectual property,
software, industrial designs, products, geophysical studies and data,
strategic studies, engineering information, customer and supplier
lists,
shareholder data and personnel information. Notwithstanding the foregoing,
Confidential Information shall not include any information
which:
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(i)
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was
in the possession of or known to the Consultant, without any obligation
to
keep it confidential, before it was disclosed to the Consultant by
the
Corporation; or
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(ii)
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is
or becomes public knowledge through no fault of the Consultant;
or
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(iii)
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is
independently developed by the Consultant outside the scope of his
engagement duties to the Corporation;
or
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(iv)
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is
disclosed by the Corporation to another Person without any restriction
on
its use or disclosure; or
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(v)
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is
or becomes lawfully available to the Consultant from a source other
than
the Corporation;
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(k)
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"Effective
Date" means the date of this Agreement, unless otherwise agreed to
by the
Parties;
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(l)
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“Initial
Financing” means the raising of the capital required to undertake all, or
a portion of the Corporation’s first winter’s exploration program and to
fund the initial working capital requirements of the
Corporation;
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(m)
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"Party"
means one or other of the Consultant and the Corporation, and "Parties"
means the Consultant and the
Corporation;
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(n)
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"Permanent
Disability" means a mental or physical disability whereby the Consultant:
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(i)
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is
unable, due to illness, disease, mental or physical disability or
similar
cause, to fulfill his obligations as an officer of the Corporation
for any
consecutive 12 month period, or for any period of 18 or more months
(whether consecutive or not) in any consecutive 24 month period;
or
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(ii)
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is
declared by a Court of competent jurisdiction to be mentally incompetent
or incapable of managing his
affairs;
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(o)
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"Person"
includes an individual, partnership, association, body corporate,
trustee,
executor, administrator or legal representative, and "Persons" means
a
group of more than one Person;
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(p)
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"Related
Corporation" means any subsidiary, parent company, division, affiliate,
predecessor or successor of the
Corporation;
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(q)
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"Shares"
means the common shares of the Corporation and any other shares of
the
Corporation which have the right to vote in respect of the Board
of
Directors of the Corporation;
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(r)
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"Term"
means the period during which this Agreement remains in force pursuant
to
Article III;
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(s)
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"Termination
Date" means the last day actively worked by the Consultant for the
Corporation; and
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(t)
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"Triggering
Events" means any one or more of the
following:
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(i)
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a
material change (other than those which are clearly consistent with
a
promotion) in the services, position or duties of the Consultant
with the
Corporation, responsibilities (including, without limitation, the
office
to which the Consultant reports and the personnel which report to
the
Consultant), title or office, which includes any removal of the Consultant
from or any failure to re-elect or re-appoint the Consultant to any
such
positions or offices;
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(ii)
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the
assignment by the Corporation to the Consultant of any duties which
are
inconsistent with the Consultant’s position, duties and responsibilities
within the Corporation;
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(iii)
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any
failure by the Corporation to continue in effect any benefit, bonus,
profit sharing, incentive, remuneration or compensation plan, stock
ownership, stock option or stock purchase plan, pension plan or retirement
plan in which the Consultant is participating or entitled to participate
or the Corporation taking any action or failing to take any action
that
would adversely affect the Consultant's participation in or reduce
his
rights or benefits under or pursuant to any such plan, without in
any of
the foregoing events providing alternative rights or benefits of
reasonably equivalent or greater value, or the Corporation failing
to
increase or improve such rights or benefits on a basis consistent
with
practices in effect with respect to the other senior executives of
the
Corporation;
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(iv)
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the
Corporation relocating the Consultant to any place other than Calgary,
without the consent of the Consultant, except for required travel
on the
Corporation's business to an extent substantially consistent with
the
Consultant's current duties and
obligations;
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(v)
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the
sale, lease or transfer by the Corporation of all or substantially
all of
the assets of the Corporation to any Person other than a Related
Corporation;
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(vi)
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approval
by the shareholders of the Corporation of the liquidation, dissolution
or
winding-up of the Corporation;
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(vii)
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any
breach by the Corporation of any provision of this Agreement which
is not
rectified in all material respects within a reasonable period of
time
after notice of such breach has been provided by the Consultant to
the
Corporation; or
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(viii)
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the
failure by the Corporation to obtain, in a form satisfactory to the
Consultant, an effective assumption of his obligations under this
Agreement by any successor to the
Corporation.
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1.2 The
headings in this Agreement are inserted for convenience and ease of reference
only, and shall not affect the construction or interpretation of this
Agreement.
1.3 All
words
in this Agreement importing the singular number include the plural, and vice
versa. All words importing gender include the masculine, feminine and neuter
genders.
1.4 All
monetary amounts are in Canadian dollars.
1.5 The
word
"including", when following any general statement or term, is not to be
construed as limiting the general statement or term to the specific items or
matters set forth or to similar items or matters, but rather as permitting
the
general statement or term to refer to all other items or matters that could
reasonably fall within its broadest possible scope.
1.6 A
reference to a statute includes all regulations made thereunder, all amendments
to the statute or regulations in force from time to time, and any statute or
regulation that supplements or supersedes such statute or
regulations.
1.7 A
reference to an entity includes any successor to that entity.
1.8 A
reference to "approval", "authorization" or "consent’ means written approval,
authorization or consent.
1.9 A
reference to an Article is to an Article of this Agreement and the reference
to
a Section followed by a number or some combination of numbers and letters refers
to the section, paragraph, subparagraph, clause or subclause of this Agreement
so designated.
ARTICLE
II
ENGAGEMENT
OF CONSULTANT
2.1 The
Corporation agrees to engage
the Consultant to provide the services as the Chief Financial Officer of the
Corporation, in accordance with the terms and conditions of this Agreement,
and
the Consultant agrees to accept such engagement in accordance with the terms
and
conditions of this Agreement.
ARTICLE
III
TERM
OF AGREEMENT
3.1 The
Term
of this Agreement shall be for an indefinite period commencing on the Effective
Date, unless earlier terminated by the Corporation or the Consultant pursuant
to
the terms and conditions of this Agreement.
ARTICLE
IV
DUTIES
OF CONSULTANT
4.1 The
Consultant shall, during the Term:
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(a)
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perform
the duties and responsibilities of the Chief Financial Officer, including
all those duties and responsibilities customarily performed by a
person
holding the same or an equivalent position, or performing duties
similar
to those to be performed by the Consultant, in corporations of a
similar
size to the Corporation, in a similar Business to that of the Corporation
in Canada, as well as such other related duties and responsibilities
as
may be assigned to the Consultant by the Board of Directors of the
Corporation from time to time, provided that such other related duties
and
responsibilities are consistent with the Consultant's duties as the
Chief
Financial Officer;
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(b)
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accept
such other office or offices to which he may be elected or appointed
by
the Board of Directors of the Corporation in addition to that of
the Chief
Financial Officer, provided that performance of the duties and
responsibilities associated with such office or offices shall be
consistent with the duties provided for in Article 4.1(a);
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(c)
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devote
the majority of his working time, attention, efforts and skill to
the
performance of his duties and responsibilities as set out herein,
and
truly and faithfully serve the best interests of the Corporation
at all
times. In particular, and without limiting the generality of the
foregoing, the Consultant shall not engage in any personal activities
or
any engagement, consulting work, trade or other business activity
on his
own account or on behalf of any other Person, or as a material investor
or
shareholder of any other business or Person that competes, conflicts
or
interferes with the Business or the performance of the Consultant's
duties
under this Agreement in any way, whether directly or indirectly.
It shall
not be a violation of this Article 4.1(c) for the Consultant to engage
in
a voluntary activity or other public service which does not interfere
with
the Consultant's duties under this Agreement;
and
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(d)
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notwithstanding
paragraph 4.1(c), the Corporation agrees that the Consultant may
be a
member of the board of directors of other companies provided that
the
holding of such position would not be in direct conflict with the
Business
and provided that the Board of Directors of the Corporation has granted
prior approval to such position.
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ARTICLE
V
BASE
FEE
5.1 During
the Term of this Agreement, the Corporation shall pay to the Consultant a fee
of
$175,000 per annum (the "Base Fee"), less required statutory deductions, payable
in equal monthly installments or as otherwise determined by the Corporation.
The
Consultant's Base Fee will be reviewed by the Board of Directors of the
Corporation from time to time, and may be increased at the sole discretion
of
the Board of Directors, based upon such factors as the Board of Directors in
its
sole discretion determines are relevant, which factors may include the
performance of the Corporation and the consultant compensation arrangements
of
other corporations carrying on a similar business and of a similar size to
the
Corporation in Canada.
5.2 Notwithstanding
Article 5.1 above, the Parties agree that until the closing of the Initial
Financing, the Base Fee to be paid by the Corporation to the Consultant shall
be
reduced to the amount of $84,000 per annum. Immediately thereafter, the Base
Fee
as set forth in Article 5.1 shall apply.
5.3 The
Corporation shall reimburse the Consultant for all reasonable out-of-pocket
expenses incurred in the performance of his engagement duties and in accordance
with the applicable policies and procedures of the Corporation, as may be
amended by the Corporation at its sole discretion from time to time. All
payments or reimbursements of expenses shall be subject to the submission by
the
Consultant of appropriate vouchers, bills and receipts.
ARTICLE
VI
INCENTIVE
PAYMENTS
6.1 The
Consultant shall be entitled to participate in the Corporation's long and short
term incentive plans and bonuses from time to time, in amounts and on such
terms
and conditions as may be determined by the Corporation at its sole discretion.
Any such participation by the Consultant shall be subject to the terms and
conditions of the relevant plan of the Corporation, as may be amended by the
Corporation at its sole discretion from time to time, and by the terms and
conditions of any applicable agreement between the Consultant and the
Corporation made pursuant to such plan.
ARTICLE
VII
VACATION
7.1 The
Consultant shall be entitled to an annual vacation of 30 days, subject to
adjustment by the Corporation from time to time. Vacation may be taken in such
a
manner and at such times as the Consultant and the Corporation mutually
agree.
ARTICLE
VIII
TERMINATION
BY CORPORATION
8.1 The
Corporation shall be entitled to terminate this Agreement and the Consultant's
engagement at any time, for any reason, upon written notice to the Consultant,
in which case the Corporation shall provide the Consultant with a lump sum
equal
to the Base Fee as set forth in Article 5.1, multiplied by 1.5, subject to
the
conditions set out in Article 8.
Payment
of the amounts set out in this Article 8.1 shall represent full and final
settlement of any claims by the Consultant against the Corporation or any
Related Corporation, arising out of or in any way connected to the Consultant's
engagement with the Corporation or any Related Corporation, or the termination
of such engagement, whether at common law or under the provision of any statute
or regulation, or pursuant to the terms of any agreement between the
Parties.
8.2 Payment
of the amounts set out in Article 8.1 shall be subject to the following
conditions:
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(a)
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the
prior execution by the Consultant of a settlement agreement and release
and indemnity in favour of the Corporation and any Related Corporations,
in a form reasonably acceptable to the
Corporation;
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(b)
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any
withholdings or deductions required by law to be made by the Corporation;
and
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(c)
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the
Consultant's right to receive payment under Article 8.1 shall not
be
subject to any duty to mitigate, nor affected by any actual mitigation
by
the Consultant.
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8.3 The
Corporation shall be entitled to terminate this Agreement and the Consultant's
engagement with the Corporation at any time, without notice, pay in lieu of
notice or any other form of severance or termination pay, for
Cause.
8.4 Notwithstanding
any other term or provision of this Article 8, if the Initial Financing is
not
completed, or at any time within the three month period from the date of this
Agreement, the Corporation shall be entitled to terminate this Agreement and
the
Consultant's engagement at any time, without notice, pay in lieu of notice
or
any other form of severance or termination pay.
8.5 Notwithstanding
any other term or provision of this Article 8, upon termination of the
Consultant’s engagement by the Corporation for any reason, the Consultant shall
receive any Base Fee earned up to the Termination Date.
ARTICLE
IX
TERMINATION
BY CONSULTANT
9.1 The
Consultant may terminate this Agreement and his engagement with the Corporation
by providing 30 days' prior written notice to the Corporation. Upon termination
of his engagement pursuant to this Article 9.1, the Consultant shall not be
entitled to receive any notice or pay in lieu of notice, or any other form
of
severance or termination pay pursuant to this or any other agreement between
the
Parties.
9.2 Notwithstanding
the provision in Article 9.1, the Consultant may terminate his engagement with
the Corporation and receive the payments set out in Article 9.3, upon the
occurrence of a Triggering Event, and subject to the conditions set out in
Article 9.4.
9.3 Upon
the
occurrence of a Triggering Event, and subject to the conditions set out in
Article 9.4, the Consultant shall receive a lump sum equal to the Base Fee
as
set forth in Article 5.1, multiplied by 1.5.
Payment
of the amounts set out in this Article 9.3 shall represent full and final
settlement of any claims by the Consultant against the Corporation or any
Related Corporation, arising out of or in any way connected to the Consultant's
engagement with the Corporation or any Related Corporation, or the termination
of such engagement, whether at common law or under the provision of any statute
or regulation, or pursuant to the terms of any agreement between the
Parties.
9.4 Payment
of the amounts set out in Article 9.3 shall be subject to the following terms
and conditions:
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(a)
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the
prior execution by the Consultant of a settlement agreement and release
and indemnity in favour of the Corporation and any Related Corporations,
in a form reasonably acceptable to the Corporation;
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(b)
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the
tendering by the Consultant of his resignation from any position
he may
hold as an officer or a director of the Corporation and any Related
Corporations;
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(c)
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any
withholdings or deductions required by law to be made by the Corporation
by law;
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(d)
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the
Consultant's right to receive the payments under Article 9.3 shall
not be
subject to any duty to mitigate, nor affected by any actual mitigation
by
the Consultant; and
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(e)
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the
receipt by the Corporation of written notice from the Consultant,
within
30 days of the occurrence of a Triggering Event, setting out the
basis on
which the Consultant believes that a Triggering Event has
occurred.
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9.5 The
Consultant covenants and agrees to provide his full cooperation and assistance,
in connection with the termination of his engagement upon a Triggering Event,
to
transfer his duties and responsibilities to a replacement.
9.6 Notwithstanding
any other term or provision of this Article 9, upon termination of the
Consultant’s engagement by the Consultant for any reason, the Consultant shall
receive any Base Fee earned up to the Termination Date.
9.7 Payment
under Article 9 shall be made on the later of the date which is 30 calendar
days
after receipt by the Corporation of the notice referred to herein and the date
which is 60 calendar days after the effective date of the Triggering
Event.
ARTICLE
X
TERMINATION
UPON DEATH OR PERMANENT DISABILITY
10.1 This
Agreement shall automatically terminate upon the death of the
Consultant.
10.2 In
the
event that the Consultant shall suffer a Permanent Disability, the Corporation
may terminate this Agreement and the Consultant's engagement by providing at
least 30 days prior written notice to the Consultant. Upon termination of the
Consultant's engagement pursuant to this Article 10.2, the Corporation shall
have no further obligation to the Consultant.
ARTICLE
XI
STOCK
OPTIONS
11.1 Upon
the
termination of the Consultant for Cause under Section 8.3 or if the Consultant
terminates this Agreement pursuant to Section 9.1, only those stock options
and
other incentive interests held by the Consultant that are vested at such
Termination Date may be exercised by the Consultant in accordance with the
terms
of the Corporation's Stock Option Plan or other incentive plans of the
Corporation in effect at the time, and the Consultant shall have no claim to
the
acceleration of vesting or the exercise on any stock options and other incentive
interests which are not fully vested as at such Termination Date other than
under the terms of the Corporation's Stock Option Plan or other incentive plans
of the Corporation. All such remaining unvested stock options and other
incentive interests shall terminate, be null and void and of no further force
and effect notwithstanding the terms of the Corporation's Stock Option Plan
or
other incentive plans of the Corporation.
11.2 Upon
termination of the Consultant by reason of death or Permanent Disability, only
those stock options and other incentive interests held by the Consultant which
are vested at such Termination Date may be exercised by the Consultant pursuant
to the terms of Corporation's Stock Option Plan or other incentive plans of
the
Corporation in effect at the time, and the Consultant shall have no claim to
the
acceleration of vesting or to the exercise of any options which are not fully
vested as at such Termination Date, other than under the terms of the
Corporation's Stock Option Plan or other incentive plans of the Corporation.
All
such remaining unvested stock options and other incentive interests shall
terminate, be null and void and of no further force and effect notwithstanding
the terms of the Corporation's Stock Option Plan or other incentive plans of
the
Corporation.
11.3 Upon
termination of the Consultant for any reason other than Cause, voluntary
termination by the Consultant, death or Permanent Disability, all stock options
and other incentive interests held by the Consultant shall vest immediately
and
may be exercised pursuant to the terms of Corporation's Stock Option Plan or
other incentive plans of the Corporation in effect at the time.
11.4 Notwithstanding
subsections 11.2 and 11.3 hereof, the provisions of the Corporation's Stock
Option Plan, the provisions of any stock option agreement entered into between
the Corporation and the Consultant, and the provisions of any other incentive
plan of the Corporation in effect at the time, the Parties agree that upon
termination of the Consultant pursuant to Sections 8.1, 9.2, 10.1 or 10.2
hereof, the applicable vested stock options and other incentive interests may
be
exercised by the Consultant until the earlier of (i) the original date of expiry
of the stock options and other incentive interests, as the case may be; and
(ii)
three years after the Termination Date. All stock options and other incentive
interests which remain unexercised after this time period shall terminate,
be
null and void and of no further force and effect notwithstanding the terms
of
the Corporation's Stock Option Plan or other incentive plans of the
Corporation.
ARTICLE
XII
CONFIDENTIAL
INFORMATION AND NON-COMPETITION
12.1 The
Consultant acknowledges and agrees that in performing the duties and
responsibilities of his engagement pursuant to this Agreement, he will occupy
a
position of high fiduciary trust and confidence with the Corporation, pursuant
to which he will develop and acquire wide experience and knowledge with respect
to all aspects of the Business carried on by the Corporation and its Related
Corporations, and the manner in which such Business is conducted. It is the
express intent and agreement of the Consultant and the Corporation that such
knowledge and experience shall be used solely and exclusively in furtherance
of
the Business interests of the Corporation and its Related Corporations, and
not
in any manner detrimental to them. The Consultant therefore agrees that, so
long
as he is engaged by the Corporation pursuant to this Agreement, he shall not
engage in any practice or business that competes with the Business of the
Corporation or its Related Corporations within the AMI.
12.2 In
the
event that this Agreement is terminated in accordance with Sections 8.1 or
9.2,
the Consultant acknowledges and agrees that during the Term and for a period
following the Term equal to one (1) year, he shall not for any reason, either
directly or indirectly through any Person, agent, employee, affiliate or
representative, engage in any business that competes with the Business of the
Corporation or any Related Corporation in the AMI. As used herein, the phrase
"engaged in business" shall mean to act as an employee, agent, officer, director
or consultant of a business or to be a sole proprietor, partner, joint venturer,
shareholder, or owner of any other form of interest, of or in a business, but
shall not include owning equity of a public company which competes with the
Corporation’s Business in the AMI.
12.3 The
Consultant agrees that during the Term, and following the termination of the
Consultant's engagement for any reason, he shall treat confidentially all
Confidential Information belonging to the Corporation or its Related
Corporations, and shall not use or disclose the Confidential Information to
any
unauthorized persons, except with the prior express written consent of the
Corporation, or otherwise as required by law.
12.4 The
Consultant further acknowledges and agrees that pursuant to the terms of this
Agreement, it will acquire Company Property which is and shall remain the sole
and exclusive property of the Corporation. Upon termination of the Consultant's
engagement and this Agreement for any reason, the Consultant shall return to
the
Corporation all Company Property, together with any copies or reproductions
thereof, which may have come into the Consultant's possession during the course
of or pursuant to this Agreement, and shall delete or destroy all computer
files
on its personal computer which may contain any Confidential Information
belonging to the Corporation, or its Related Corporations.
12.5 Notwithstanding
the provision of 12.3 and 12.4, the Consultant shall be permitted to disclose
Confidential Information as required by law, regulation, government body or
authority or by court order.
12.6 The
Consultant acknowledges and agrees that in the event of a breach or a threatened
breach by the Consultant of any of the provisions of this Article 12, the
Corporation shall be entitled to obtain all rights, remedies or damages
available to the Corporation at law or in equity.
12.7 The
Consultant hereby agrees that all restrictions contained in this Article 12
are
reasonable and valid and hereby waives any and all defenses to the strict
enforcement thereof by the Corporation by any lawful means, including injunctive
relief. If any covenant or provision of this Article 12 is determined to be
void
or unenforceable in whole or in part, for any reason, it shall be deemed not
to
affect or impair the validity of any other covenant or provision of this
Agreement, which shall remain in full force and effect.
12.8 The
provisions of this Article 12 shall remain in full force and effect
notwithstanding the termination of this Agreement for any reason.
ARTICLE
XIII
INDEMNIFICATION
13.1 Subject
to the requirements of the Act, the Corporation shall indemnify and save
harmless the Consultant from and against any personal liability which he incurs
as a direct result of performing his engagement duties on behalf of the
Corporation, with the exception of the following:
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(a)
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any
liability arising from the Consultant's gross negligence or fraud
or other
acts of willful misfeasance;
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(b)
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any
liability which the Corporation is prohibited by law from assuming;
and
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(c)
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any
liability of the Consultant to the Corporation arising from this
Agreement
or the Consultant's engagement with the
Corporation.
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13.2 The
provisions of this Article 13 shall remain in full force and effect
notwithstanding the termination of this Agreement for any reason.
ARTICLE
XIV
NOTICES
14.1 Any
notice required to be given hereunder may be provided by personal delivery,
by
registered mail or by facsimile to the Parties hereto at the following
addresses:
To
the
Corporation:
Oilsands
Quest Inc.
0000,
000
- 0xx
Xxxxxx
XX
Xxxxxxx,
Xxxxxxx X0X 0X0
Attention: Chairman
of the Board
Fax: (000)
000-0000
To
the
Consultant:
Xxxxx
Xxxxx
404,
0 -
00xx
Xxxxxx
XX
Xxxxxxx
XX
e-mail:
xxxxxx@xxxxxxxxx.xxx
Any
notice, direction or other instrument shall, if delivered, be deemed to have
been given and received on the business day on which it was so delivered, and
if
not a business day, then on the business day next following the day of delivery,
and, if mailed, shall be deemed to have been given and received on the fifth
day
following the day on which it was so mailed, and, if sent by facsimile
transmission, shall be deemed to have been given and received on the next
business day following the day it was sent.
14.2 Either
Party may change its address for notice in the aforesaid manner.
ARTICLE
XV
GENERAL
15.1 This
Agreement shall be construed and enforced in accordance with the laws of the
Province of Alberta, and the Parties hereby attorn to the non-exclusive
jurisdiction of Alberta Courts. Should provisions in this Agreement fail to
comply with the applicable legislation, the Agreement shall be interpreted
in
accordance with those statutory requirements.
15.2 This
Agreement and any other agreements expressly incorporated by reference herein,
constitute the entire agreement between the Parties with respect to the subject
matter hereof, and supercede and replace any and all prior agreements,
undertakings, representations or negotiations pertaining to the subject matter
of this Agreement. The Parties agree that they have not relied upon any verbal
statements, representations, warranties or undertakings in order to enter into
this Agreement. In the event of a conflict between this Agreement and any other
agreement expressly incorporated by reference herein, the terms of this
Agreement shall prevail.
15.3 This
Agreement may not be amended or modified in any way except by written instrument
signed by the Parties hereto.
15.4 This
Agreement shall enure to the benefit of and be binding upon the Parties hereto,
together with their personal representatives, successors and permitted
assigns.
15.5 This
Agreement is a personal services agreement and may not be assigned by either
Party without the prior written consent of the other Party.
15.6 The
waiver by either Party of any breach of the provisions of this Agreement shall
not operate or be construed as a waiver by that Party of any other breach of
the
same or any other provision of this Agreement.
15.7 The
Parties agree to execute and deliver such further and other documents, and
perform or cause to be performed such further and other acts and things as
may
be necessary or desirable in order to give full force and effect to this
Agreement.
15.8 The
Consultant agrees that following the termination of the Consultant's engagement
with the Corporation for any reason, the Consultant shall tender his resignation
from any position he may hold as an officer or director of the Corporation
or
any Related Corporation.
15.9 Should
any provision in this Agreement be found to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions of the Agreement shall not be affected or impaired thereby in any
way.
IN
WITNESS WHEREOF the Parties hereto acknowledge and agree that they have read
and
understand the terms of this Agreement, and that they have had an opportunity
to
seek independent legal advice prior to entering into this Agreement, and that
they have executed this Agreement with full force and effect from the date
first
written above.
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OILSANDS
QUEST INC.
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Per:
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Per:
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Witness
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XXXXX
XXXXX
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