EXECUTIVE CONSULTING AGREEMENT
This
Agreement dated and made effective as of the 1st day of
June, 2009.
BETWEEN:
GUILDHALL MINERALS LTD., a
company incorporated pursuant to the laws of the Province of British Columbia
and having offices in Calgary, Alberta (the “Corporation”)
- and
-
1271632 ALBERTA LTD., a
company incorporated pursuant to the laws of the Province of Alberta and having
offices in Calgary, Alberta (the “Consultant”)
WHEREAS the Corporation wishes
to retain the services of the Consultant, in the capacity of Manager of Geology
of the Corporation, to assist in the furtherance of its Business;
AND WHEREAS the Corporation
and the Consultant have agreed that their relationship will be governed by the
terms and conditions of this Executive Consulting Agreement;
NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the provision of services by the
Consultant to the Corporation, and for other good and valuable consideration,
the receipt and sufficiency of which is acknowledged by the parties hereto, the
parties hereto agree as follows:
ARTICLE
I
DEFINITIONS
AND INTERPRETATION
|
1.1
|
In
this Executive Consulting Agreement, including the recitals hereto, the
following terms shall have the following
meanings:
|
|
|
(a)
|
“Act”
means the British Columbia Business Corporations
Act, as amended;
|
|
|
(b)
|
“Affiliated”
has the meaning set out in the Act, and an “Affiliate” means one of two or
more Affiliated bodies corporate;
|
|
|
(c)
|
“Agreement”
means this Executive Consulting Agreement, as from time to time
supplemented or amended by one or more agreements entered into pursuant to
the applicable provisions hereof;
|
|
|
(d)
|
“Board
of Directors” means the board of directors of the
Corporation;
|
|
|
(e)
|
“Business”
means searching for and developing natural gas prospects from the Edmonton
Sands Group of formations in central Alberta, typically in the area
between Townships 35-45 and Ranges 2-6 W5M, excluding Sections 28, 30, 31,
33 and 34 Township 40 Range 4 W5M and Section 4 of Township 41 Range 4
W5M;
|
|
|
(f)
|
“Cause”
means any reason which would entitle the Corporation to terminate this
agreement 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:
|
|
|
(i)
|
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;
|
|
|
(ii)
|
the
breach by the Consultant of any of his covenants or obligations under this
Agreement, including any non-competition, non-solicitation or
confidentiality covenants with the
Corporation;
|
|
|
(g)
|
“Change
of Control” means the occurrence of any of the
following:
|
|
|
(i)
|
the
purchase or acquisition of any Shares or Convertible Securities by a
Holder, other than pursuant to an issuance of shares from treasury, which
results in the Holder beneficially owning, or exercising control or
direction over, Shares or Convertible Securities such that, assuming the
conversion of Convertible Securities beneficially owned or over which
control or direction is exercised by the Holder, the Holder would
beneficially own or exercise control or direction over Shares (together
with such Holder’s then owned Shares and Convertible Securities, if any)
carrying the right to cast more than 51% of the votes attaching to all
Shares;
|
|
|
(ii)
|
the
amalgamation, consolidation or merger of the Corporation with any other
corporation pursuant to which the shareholders of the Corporation
immediately prior to such transaction do not own shares of the successor
or continuing corporation which would entitle them to cast a majority of
the votes attaching to shares in the capital of the successor or
continuing corporation which might be cast to elect directors of that
corporation;
|
|
|
(iii)
|
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;
|
|
|
(iv)
|
approval
by the shareholders of the Corporation of the liquidation, dissolution or
winding-up of the Corporation; or
|
|
|
(v)
|
a
situation in which the majority of the Board of Directors, following a
meeting, or series of meetings within a 180 day period, of the
shareholders of the Corporation involving a contest for, or an item of
business relating to, the election of directors, are not management
nominees to the Board of Directors.
|
2
|
|
(h)
|
“Compensation”
means any amounts the Consultant is entitled to receive pursuant to
Article IV.
|
|
|
(i)
|
“Compensation
Committee” means the committee of the Board of Directors appointed from
time to time to consider and determine executive compensation issues or,
in the absence of such a committee, means the Board of
Directors;
|
|
|
(j)
|
“Confidential
Information” means any information of a confidential nature which relates
to the Business of the Corporation or any Related Corporation, including
trade secrets, technical information, patents, 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, technical studies and data, strategic studies, engineering
information, client and supplier lists, shareholder data and personnel
information. Notwithstanding the foregoing, Confidential
Information shall not include any information
which:
|
|
|
(i)
|
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;
|
|
|
(ii)
|
is
or becomes public knowledge through no fault of the
Consultant;
|
|
|
(iii)
|
is
independently developed by the Consultant outside the scope of his duties
to the Corporation;
|
|
|
(iv)
|
is
disclosed by the Corporation to another Person without any restriction on
its use or disclosure; or
|
|
|
(v)
|
is,
or becomes lawfully available to the Consultant from a source other than
the Corporation.
|
|
|
(k)
|
“Convertible
Securities” means any securities convertible or exchangeable into Shares
or carrying the right or obligation to acquire Shares, other than purchase
warrants;
|
|
|
(l)
|
“Corporate
Property” includes any and all proprietary technology, financial, and
operating information, all works of expression and any copyrights in such
works, 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;
|
|
|
(m)
|
“Effective
Date” means the date as set forth on page one of this
Agreement;
|
3
|
|
(n)
|
“Holder”
means any Person or group of Persons acting jointly or in concert, or
associated or Affiliated with any such Person, group of Persons or any of
such Persons acting jointly or in
concert;
|
|
|
(o)
|
“Notes”
means the demand promissory notes dated June 1, 2009 relating to the
purchase of the Pooled Shares;
|
|
|
(p)
|
“Notice”
means any Notice given by one Party to the other Party in accordance with
Article XI;
|
|
|
(q)
|
“Party”
means one or other of the Consultant and the Corporation, and “Parties”
means both the Consultant and the
Corporation;
|
|
|
(r)
|
“Person”
includes an individual, partnership, association, body corporate, trustee,
executor, administrator or legal representative, and “Persons” means a
group of more than one Person;
|
|
|
(s)
|
“Pledge
Agreements” means the share pledge agreements dated for reference June 1,
2009 securing the obligations under the
Notes;
|
|
|
(t)
|
“Pooled
Shares” means the Shares subject to the Pooling Agreement dated June 1,
2009 among the Consultant, the Corporation and certain other shareholders
of the Corporation;
|
|
|
(u)
|
“Related
Corporation” means any subsidiary corporation or partnership, division,
affiliate, predecessor or successor of the
Corporation;
|
|
|
(v)
|
“Saleable
Shares” has the meaning as defined in the Pooling Agreement dated June 1,
2009 among the Consultant, the Corporation and certain other shareholders
of the Corporation;
|
|
|
(w)
|
“Severance
Period” shall be the number of weeks remaining in the Term of this
Agreement;
|
|
|
(x)
|
“Shares”
means the common shares of the Corporation as constituted on the date
first above written;
|
|
|
(y)
|
“Term”
means the period during which this Agreement remains in force pursuant to
Article II; and
|
|
|
(z)
|
“Termination
Date” means the last day actively worked by the Consultant for the
Corporation.
|
|
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.
|
4
|
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
TERM
OF AGREEMENT
|
2.1
|
The
Term of this Agreement with the Corporation shall be for one (1) year from
the Effective Date, to be extended for further one (1) year terms by
agreement of the parties prior to expiry of each
term.
|
ARTICLE
III
DUTIES
OF CONSULTANT
|
3.1
|
The
Consultant shall, during the Term:
|
|
|
(a)
|
perform
the duties and responsibilities of the Manager of Geology of the
Corporation, including all those duties and responsibilities customarily
performed by a person holding the same or an equivalent position 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 President
from time to time, provided that such other related duties and
responsibilities are consistent with the Consultant’s duties as the
Manager of Geology of the
Corporation;
|
|
|
(b)
|
accept
such other office or offices which be may be elected or appointed by the
President in addition to that of Manager of Geology, provided that
performance of the duties and responsibilities associated with such office
or offices shall be consistent with the duties provided for in paragraph
3.1(a).
|
5
|
3.2
|
Independent
Contractor
|
|
|
(a)
|
It
is understood and agreed that the Consultant will provide services to the
Corporation as an independent contractor, on a contract basis, and that
nothing in this Agreement shall be construed to create a relationship of
employer and employee between the Corporation and the
Consultant. The Consultant acknowledges that it and any of the
Dedicated Personnel will not be employees of the Corporation and
accordingly will not be eligible to participate in any employee benefit
plans of the Corporation including, without limitation, life insurance,
health care, disability income and dental plans. The Consultant
acknowledges that it nor any of the Dedicated Personnel will represent
themselves to be, an employee of the
Corporation.
|
|
|
(b)
|
Except
as provided for in this Agreement, the Corporation shall not control,
supervise, direct or schedule the activities of the
Consultant. The Consultant shall be solely responsible for the
performance of the Services and shall have the exclusive direction and
control, including the method, manner and scheduling of the
same.
|
|
|
(c)
|
It
is acknowledged that the work product of the Consultant hereunder is the
sole property of the Corporation and the Consultant hereby assigns to the
Corporation any proprietary interest and waives all moral rights he may be
deemed to have in the work product of the Consultant relating to or
resulting from the performance of the Services hereunder. The
Consultant will, under no circumstances, use, copy, modify or disclose any
such work product without the prior written consent of the
Corporation.
|
|
3.3
|
The
Consultant shall be free to determine the hours of the day during which he
will perform the Services; provided, however, that the Consultant agrees,
to the extent possible, to endeavour to make itself available to the
directors and employees of the Corporation during their regularly
scheduled hours or at specific times as requested by the
Corporation. The Consultant acknowledges that the Services are
to be completed on a timely basis and agrees that he shall schedule the
performance of the Services in order to complete the Services on or prior
to such dates as may be specified by the Corporation from time to
time.
|
|
3.4
|
The
Consultant shall be based in Calgary, Alberta,
Canada.
|
ARTICLE
IV
COMPENSATION
|
4.1
|
The
Corporation shall pay the Consultant during the Term of this Agreement for
the Services provided hereunder (the “Consulting Fee”), a fee of $149,000
per annum, payable in arrears in 12 equal installments, subject to review
by the board of directors.
|
|
4.2
|
The
Consultant shall invoice the Corporation for Services provided on a
monthly basis. The Consultant shall indicate on each invoice
his GST registration number and the amount of GST
charged.
|
6
|
4.3
|
Invoices
received by the Corporation from the Consultant hereunder shall, unless
disputed in good faith by the Corporation, be paid within thirty (30) days
of receipt thereof. In the event the Corporation does not agree
with the invoice received from the Consultant, the parties shall use their
best efforts to negotiate a resolution in good faith. In the
event that a resolution cannot be negotiated in good faith, either party
may refer the matter to arbitration in Calgary, Alberta under the
provisions of the Arbitration Act (Alberta). The parties shall
select a single arbitrator mutually acceptable to them to act as the
arbitrator. If the parties hereto are unable to agree on a
single arbitrator then, upon written demand of any one party and within
twenty-one (21) days of such demand, the arbitrator shall be appointed by
the Court of Queen’s Bench of Alberta. The arbitrator so chosen
shall proceed immediately to hear and determine the question or questions
in dispute. The compensation and expenses of the arbitrator
shall be paid equally by the parties hereto. The decision of
the arbitrator shall be drawn up in writing and signed by the arbitrator
and shall be final and binding upon the parties hereto as to any question
or questions so submitted to arbitration and the parties shall be bound by
such decision and perform the terms and conditions
thereof.
|
|
4.4
|
Except
as specified below, all expenses incurred by the Consultant in connection
with the performance of the Services shall be the sole responsibility of
the Consultant and the Consultant shall be solely responsible for the
payment thereof The Consultant agrees and acknowledges that the
Corporation is not responsible in any manner whatsoever for the costs,
expenses or third party accounts incurred by the
Consultant. Notwithstanding the above, the Corporation agrees
to reimburse the Consultant for, or to pay directly, all third party costs
incurred by the Consultant with the prior written authorization or
approval of the Corporation. Such costs will be paid or
reimbursed by the Corporation within thirty (30) days of written receipt
of payment thereof.
|
|
4.5
|
The
Consultant shall be responsible for all taxes payable as a result of the
provision of the Services or which arise out of this
Agreement.
|
|
4.6
|
If
the Corporation should ever be required by any governmental authority at
any time to pay, on the Consultant’s behalf, any assessments such as
income tax, employment insurance premiums, Canada Pension Plan
contributions, Provincial Health Care contributions, or Workers’
Compensation contributions, the Consultant will, forthwith upon notice,
reimburse the Corporation for such payment, together with interest and any
penalties applicable to such assessments. The Consultant’s
obligations under this subsection 4.6 will survive the termination of this
Agreement and remain in effect until the expiry of the period during which
a notice of assessment or reassessment in respect of the taxes under
dispute may be issued and any further periods during which such assessment
or reassessment may be applied.
|
|
4.7
|
The
Consultant shall maintain full and accurate records showing all Services
performed, fees charged and disbursements incurred under this
Agreement. Such records of account shall be maintained for a
period of not less than three (3) years following the termination of this
Agreement.
|
7
|
4.8
|
At
any time during the term of this Agreement and for three (3) years
thereafter, the Corporation and its authorized representatives shall have
the right, at all reasonable times during normal business hours, to audit
any of the Consultant’s documents, computer data or disks, file, voice
mail or other information relating to or bearing upon the correctness of
any invoice presented by the Consultant to the Corporation for
payment.
|
|
4.9
|
The
Corporation will promptly notify the Consultant of any exceptions
disclosed by such audit and the Consultant hereby agrees that he will
promptly reimburse the Corporation for any amount of overpayment reflected
by such audit.
|
|
4.10
|
The
Corporation may also grant the Consultant annual or incentive bonuses in
an amount and on such terms and conditions as the Compensation Committee
in its sole discretion may determine from time to time, based upon such
factors as the Compensation Committee in its sole discretion determines
are relevant, which factors may include the Consultant’s performance under
the terms of this Agreement and the performance of the
Corporation.
|
|
4.11
|
Upon
termination of this Agreement for any reason, the Consultant shall be
entitled to receive any Compensation earned up to the Termination Date, in
addition to any other severance or termination payments which are payable
under the terms of this Agreement.
|
ARTICLE
V
TERMINATION
BY CORPORATION
|
5.1
|
The
Corporation shall be entitled to terminate this Agreement at any time, for
any reason, upon written Notice to the Consultant, in which
case:
|
|
|
(a)
|
subject
to Section 6.3, the Corporation shall pay the Consultant the following
amounts in 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, this Agreement with the Corporation or any Related
Corporation, or the termination of such Agreement, whether at common law
or under the provision of any statute or regulation, or pursuant to any
agreement between the Parties:
|
|
|
(i)
|
Remaining
compensation calculated for the Severance Period calculated based upon an
average number of months remaining in the Term multiplied by the monthly
Consulting Fee. The minimum compensation to be 6 months pay and
the maximum compensation not to exceed 12 months of
pay;
|
|
|
(b)
|
the
Consultant’s right to receive the payment under this Section 5.1 shall not
be subject to any duty to mitigate, nor affected by any actual mitigation
by the Consultant;
|
|
|
(c)
|
payment
under this Section 5.1 shall be subject to the prior execution by the
Consultant of a Settlement Agreement and Release, on terms acceptable to
the Corporation acting reasonably;
|
8
|
|
(d)
|
one
hundred percent (100%) of the unvested portion of all stock options held
by the Consultant as of the Termination Date shall be deemed vested and
the Consultant shall be entitled to exercise such stock options for a
period of six (6) months following the Termination Date;
and
|
|
|
(e)
|
one
hundred percent (100%) of the Pooled Shares as of the Termination Date
shall become Saleable Shares.
|
|
5.2
|
Notwithstanding
the terms of section 5.1 above, if the Consultant is terminated by the
Corporation for Cause, the Consultant shall be terminated immediately and
the Corporation shall only be required to pay the Consultant any
Compensation earned up to the Termination Date. One hundred
percent (100%) of the unvested portion of all stock options held by the
Consultant as of the Termination Date shall be cancelled as of the
Termination Date and all of the Pooled Shares that have not become
Saleable Shares as of the Termination Date shall be tendered to the
Corporation forthwith to be returned to treasury, subject to the terms of
the Notes and the Pledge
Agreements.
|
ARTICLE
VI
TERMINATION
BY CONSULTANT
|
6.1
|
The
Consultant may terminate this Agreement and his employment with the
Corporation by providing 30 days’ prior Notice to the
Corporation. Upon receipt of such Notice of termination by the
Consultant:
|
|
|
(a)
|
the
Corporation shall be required to pay the Consultant any Compensation
earned up to the Termination Date, and may either require the Consultant
to continue to perform his duties until the Termination Date, or dismiss
the Consultant at any time after receipt of the Notice, providing
Compensation for the Notice Period equal to one month multiplied by the
monthly Consulting Fee; and
|
|
|
(b)
|
all
of the Pooled Shares that have not become Saleable Shares as of the
Termination Date shall be tendered to the Corporation forthwith to be
returned to treasury.
|
|
6.2
|
Subject
to the conditions set out in Section 6.4, the Consultant may terminate
this agreement with the Corporation within 60 days following the
occurrence of a Change of Control of the Corporation and receive the
payment set out in section 6.3.
|
|
6.3
|
In
the event that the Consultant’s agreement with the Corporation is
terminated in strict accordance with Section 6.2, the Corporation shall
pay the Consultant the following amounts in 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
agreement with the Corporation or any Related Corporation, or the
termination of such agreement, whether at common law or under the
provision of any statute or regulation, or pursuant to the terms of any
agreement between the Parties:
|
|
|
(a)
|
compensation
calculated for the Severance Period calculated based upon an average
number of months remaining in the Term multiplied by the monthly
Consulting Fee. The minimum compensation to be 6 months pay and
the maximum compensation not to exceed 12 months of
pay;
|
9
|
|
(b)
|
all
of the Pooled Shares shall become Saleable Shares;
and
|
|
|
(c)
|
one
hundred percent (100%) of the unvested portion of all stock options held
by the Consultant as of the Termination Date shall be deemed vested and
the Consultant shall be entitled to exercise such stock options for a
period of six (6) months following the Termination
Date.
|
|
6.4
|
Payment
under Section 6.3 shall be subject to the following
conditions:
|
|
|
(a)
|
the
prior execution by the Consultant of a Settlement Agreement and Release on
terms acceptable to the Corporation acting
reasonably;
|
|
|
(b)
|
the
Consultant’s full co-operation and assistance, in connection with any
Change of Control, to transfer the Consultant’s duties and
responsibilities to a replacement at the request of the Corporation and
for a period requested by the Corporation not to exceed 30 days, and 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, at such time as the Corporation may
request;
|
|
|
(c)
|
the
Consultant’s right to receive the payment under Section 6.2 shall not be
subject to any duty to mitigate, nor affected by any actual mitigation by
the Consultant; and
|
|
|
(d)
|
payment
under Section 6.2 shall be in place of, and not in addition to, any other
statutory and common law severance or termination payment in lieu of
reasonable notice which may be made to the Consultant pursuant to any
other term or provision of this
Agreement.
|
ARTICLE
VII
TERMINATION
UPON DEATH
|
7.1
|
This
Agreement shall automatically terminate upon the death of the
Consultant.
|
ARTICLE
VIII
PROPERTY
RIGHTS
|
8.1
|
The
Consultant acknowledges and confirms that the Corporation shall be
entitled to own and control all proprietary technology, and financial,
operating, and training ideas, processes, and materials, including works
of expression and all copyrights in such works, that are developed,
created, or conceived by the Consultant during the course of this
Agreement (collectively referred to as “Contract Developments”), to the
extent that such Contract Developments relate to the Corporation’s current
or potential Business or if such Contract Developments were in any part
undertaken in connection with this Agreement or with Corporation supplied
software or equipment or on the premises of the Corporation or its
customers or contractors. Accordingly, the Consultant hereby
agrees to disclose, deliver, and assign all such patentable inventions,
discoveries, and improvements, trade secrets, and all works subject to
copyright, and further agrees to execute all documents, patent
applications, and arrangements necessary to further document such
ownership and/or assignment and to take whatever other steps may be needed
to give the Corporation the full benefit of
them.
|
10
|
8.2
|
The
Consultant agrees that all copyrightable materials generated or developed
under this Agreement, including computer programs and documentation, shall
be considered works made for hire under the copyright laws of Canada and
the United States and shall, upon creation, be owned exclusively by the
Corporation. To the extent that any such materials, under
applicable law, may not be considered works made for hire, the Consultant
hereby assigns to the Corporation the ownership of all copyrights in such
materials, without the necessity of any further consideration, and the
Corporation shall be entitled to register and hold in its own name all
copyrights in respect of such
materials.
|
ARTICLE
IX
CONFIDENTIAL
INFORMATION, NON-SOLICITATION AND NON-COMPETITION
|
9.1
|
The
Consultant acknowledges and agrees that in performing the duties and
responsibilities 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 this Agreement is in force, he shall not engage in any practice or
business that competes with the Business of the Corporation or its Related
Corporations without informing the Board of Directors of the
Corporation.
|
|
9.2
|
The
Consultant further acknowledges and agrees that in performing the duties
and responsibilities pursuant to this Agreement, he will become
knowledgeable with respect to a wide variety of Confidential Information
which is the exclusive property of the Corporation, the disclosure of
which would cause irreparable harm to the Corporation. The
Consultant therefore agrees that during the Term and following the
termination of this Agreement for any reason, he shall treat
confidentially all Confidential Information belonging to the Corporation,
and shall not disclose the Confidential Information to any unauthorized
persons, except with the express consent of the Board of Directors, or
otherwise as required by law.
|
|
9.3
|
The
Consultant further acknowledges and agrees that pursuant to the terms of
this Agreement, that to the extent he acquires Corporate Property of the
Corporation, it shall remain the exclusive property of the
Corporation. Upon termination of this Consultant Consulting
Agreement for any reason, the Consultant shall return to the Corporation
all Corporate 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 his personal computer which may contain any Confidential
Information belonging to the
Corporation.
|
11
ARTICLE
X
INDEMNIFICATION
|
10.1
|
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 duties on behalf of the
Corporation, with the exception of any liability which the Corporation is
prohibited by law from assuming. Concurrently with the
execution of this Agreement, the Corporation shall enter into an indemnity
agreement between the Consultant and the Corporation in substantially the
same form as attached as Schedule A
hereto.
|
ARTICLE
XI
NOTICES
|
11.1
|
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:
c/o
TingleMerrett LLP
1250, 000
– 0xx Xxxxxx, X.X.
Xxxxxxx,
Xxxxxxx X0X 0X0
Fax:
(000) 000-0000
|
Attention:
|
Xxxxx
Xxxxxx, Corporate Secretary
|
To the
Consultant:
1271632
Alberta Ltd.
000
Xxxxxxx Xxxxx XX
Xxxxxxx,
XX X0X 0X0
Fax:
(000) 000-0000
|
Attention:
|
Xxxx
Xxxxx, President
|
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.
|
11.2
|
Either
Party may change its address for Notice in the aforesaid
manner.
|
12
ARTICLE
XII
GENERAL
|
12.1
|
Time
shall be of the essence in this
Agreement,
|
|
12.2
|
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.
|
|
12.3
|
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 supersede 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.
|
|
12.4
|
This
Agreement may not be amended or modified in any way except by written
instrument signed by the Parties
hereto.
|
|
12.5
|
This
Agreement shall enure to the benefit of and be binding upon the Parties
hereto, together with their personal representatives, successors and
permitted assigns.
|
|
12.6
|
This
Agreement may not be assigned by either Party without the prior consent of
the other Party.
|
|
12.7
|
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.
|
|
12.8
|
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.
|
|
12.9
|
The
Consultant agrees that following the termination of this Agreement 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.
|
|
12.10
|
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
13
