MANAGEMENT SERVICES CONTRACT
THIS AGREEMENT is dated for reference the First Day of January, 2005.
BETWEEN:
| XXXXXX X. XXX, Businessman, having an office located at 00 Xxxxxxx Xxxx Xxxxxxxx, X.X., Xxxxxxx, Xxxxxxx X0X 0X0 | |
| (hereinafter referred to as “PEK”) | |
| OF THE FIRST PART |
AND:
| PARADIGM ENTERPRISES, INC., a Company incorporated and subsisting under the laws of the State of Nevada, and having an office at Xxxx 00, 00000 Xxxxxxx Xxxxxx, in the City of Xxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 | |
| (hereinafter referred to as “PARADIGM”) | |
| OF THE SECOND PART |
| 1. | WHEREAS Paradigm is engaged in the business of the
acquisition, exploration and development of natural resource properties
specifically in the oil and gas sector and similar ventures and is actively
seeking participation in other business ventures; |
| 2. | WHEREAS Paradigm wishes to retain Pek to provide
management services with respect to the financial planning and corporate
affairs management (the “Management Services”) of the Company;
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| 3. | WHEREAS Pek has the facilities, personnel and other
resources available and has agreed to provide its financial planning and
corporate services management to the Company on the terms and subject
to the conditions hereinafter set forth. |
| 4. | WHEREAS Paradigm has agreed to engage Pek to provide
Management Services with respect to the financial planning and corporate
affairs of the Company and Pek has agreed to be retained by Paradigm to
manage such services, on the terms and conditions hereinafter set forth.; |
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in pursuance of the Agreement and in consideration of the mutual covenants and premises herein contained, Paradigm hereby retains Pek upon the following terms and conditions, which Pek hereby accepts, namely:
COMMENCEMENT
| 1. | The retention of Pek's services by Paradigm shall
be for a period of one (1) year commencing the day and date first above
written which period shall be automatically extended annually for a further
one (1) year term, subject to termination as herein provided. |
| 2. | This Agreement shall commence the day and date first above written (“the Anniversary Date”) for an initial one-year period and shall be automatically extended annually for |
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further one-year terms unless Pek gives written notice
to Paradigm not later than ninety (90) days prior to the Anniversary Date
that it does not wish to renew this Agreement or that it wishes to renew
the Agreement for a period terminating prior to the Anniversary Date of
this Agreement. In the event that Pek gives notice that it wishes to renew
this Agreement for a shorter period, Paradigm shall have the option to
terminate the Agreement upon ninety (90) days' written notice to Pek or
to accept the extension to the Agreement for the shorter period as stated
in the notice given by Pek. |
CONSIDERATION
| 3. | Paradigm shall pay to Pek for such Management Services,
the sum of Twenty-five Hundred Dollars ($2,500.00) per month, which
said sum shall be payable monthly on the first day of each month during
the term of this Agreement. |
| 4. | Unless Pek otherwise requests in writing, all payments
to Pek, including fees, expense reimbursements, and termination allowances
hereunder shall be made to Pek at Pek's chief place of business in Alberta
as established from time to time, and Paradigm shall remit such payments
to Pek on a regular monthly basis commencing on the day and date first
above written. |
DUTIES
| 5. | The control and management of the financial planning
and corporate services operations of Paradigm are hereby committed to
Pek (subject always to the policy directives of the Board of Directors)
which shall have authority to employ and dismiss all persons (other than
the Officers of Paradigm), consultants and corporations employed by Paradigm
with powers to fix their salaries, wages or other remuneration, and to
alter them from time to time. |
| 6. | Pek shall have authority to make the usual day to
day arrangements necessary for carrying on the business of Paradigm and
to discharge the daily administration of Paradigm's affairs and general
business, including the management of Paradigm's office, the direction
of exploration and development of Paradigm's properties, and to supervise
such other properties as Paradigm may acquire from time to time in the
ordinary course, including, but not limited to, the authority to order
goods and services required for the business of Paradigm and may execute
contracts in connection with Paradigm's properties and operations. |
| 7. | Pek, in the performance of its duties, shall carry
out under the general mandate of the Board of Directors of Paradigm, the
normal duties of a manager of a company of comparable size and without
limiting the generality of the foregoing, Pek shall: |
| (a) | negotiate all contracts and agreements subject to
ratification by the Board of Directors of Paradigm; |
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| (b) | cause Paradigm to hire all necessary personnel both
permanent and casual and set their remuneration; |
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| (c) | cause Paradigm to keep proper books and accounts
and records showing Paradigm's income and expenditures; |
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| (d) | cause Paradigm to pay punctually, all proper bills and accounts for supplies, materials, services and wages presented to Paradigm with Paradigm's treasury; Pek will be reimbursed for all bills and accounts and out of pocket expenses paid or incurred by Pek on behalf of Paradigm; | |
| (e) | cause Paradigm to keep records of Paradigm's properties
and/or leases, and all other natural resource and other projects and properties,
and ensure that these assets are kept in good standing through the due
payment of all taxes, rents and assessments imposed or levied upon same
with funds provided by Paradigm; and |
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| (f) | provide such other services as may be reasonably consistent with Pek's retention, and as directed from time to time by the Board of Directors. | |
| 8. | Pek shall conform to the lawful instructions and
directions that are from time to time given by the Board of Directors
of Paradigm. |
| 9. | Pek shall devote sufficient time, skill, knowledge
and attention to managing the properties and the general affairs of Paradigm
as is reasonably necessary and in the best interests of Paradigm and at
all times, Pek will perform its duties and conduct itself and manage its
employees in a competent and businesslike manner. |
| 10. | Unless prevented by ill-health or other sufficient
cause, Pek shall, during the term of this Agreement, devote sufficient
time and attention to the affairs and business of Paradigm, anticipated
to be approximately one-quarter of each work week. |
| 11. | Pek shall well and faithfully serve Paradigm and
use its best efforts to promote the interest thereof, and shall not disclose
the private affairs of Paradigm or any secret of Paradigm to any person
other than the Directors and shall not use for its own purposes or for
any purposes other than those of Paradigm, any information it may acquire
with respect to the affairs of Paradigm. |
| 12. | Pek acknowledges that Paradigm presently carries
on the business of a natural resource company and that Paradigm has the
intention of acquiring other business ventures and that in the course
of carrying on, performing and fulfilling its responsibilities to Paradigm
pursuant to the terms of this Agreement, it shall have access to and will
be entrusted with detailed confidential information and trade secrets
relating to the present and contemplated services, techniques, modes of
merchandising, marketing, techniques and routines concerning the customers
of Paradigm or any such subsidiary, their names, addresses, taxes and
preferences, their cyclical or other particular business requirements,
that the disclosure of any such confidential information and trade secrets
to competitors of Paradigm or any such subsidiary or to the general public
would be highly detrimental to the best interests of Paradigm or any such
subsidiary as the case may be. Pek further acknowledges that in the course
of following its obligations to Paradigm hereunder, it will be a representative
of Paradigm to many of the shareholders, brokers, customers and other
contacts of Paradigm or any such subsidiary and as such will be significantly
responsible for maintaining and enhancing the goodwill of Paradigm and
of such subsidiary with such customers. Pek acknowledges and agrees that
the right to maintain the confidentiality of such confidential information,
trade secrets and the right to preserve its goodwill, constitute priority
rights which Paradigm is entitled to protect. |
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| 13. | Accordingly, Pek covenants and agrees with Paradigm
that it will not during the term of its retention by Paradigm or any such
subsidiary or at any time thereafter disclose such detailed confidential
information or trade secrets to any person nor shall it use the same for
any purpose other than the purpose of Paradigm or any such subsidiary,
nor will it disclose or use for any purpose other than those of Paradigm,
or any such subsidiary, any other information which it may acquire during
the course of its employment hereunder with relation to the business and
affairs of Paradigm or any such subsidiary. |
| 14. | Pek shall be reimbursed for all travelling and other
expenses actually and properly incurred by it in connection with its duties
hereunder and for all such expenses it shall furnish statements and vouchers
to the Directors of Paradigm. |
| 15. | During the term of this Agreement, Pek shall be
entitled to such reasonable period of vacation as the Directors may approve
and his vacation shall be taken at such time as the Directors from time
to time, may approve. |
| 16. | If any covenant or provision of this Agreement is
determined to be void or unenforceable, in whole or in part, it shall
not be deemed to affect or impair the validity of any other covenant or
provision. |
TERMINATION
| 17. | The retention of Pek hereunder may be terminated by Paradigm in the following manner and in the following circumstances: |
| (a) | at any time by notice in writing from Paradigm to
Pek for cause; |
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| (b) | upon four (4) months written notice from either party
to the other during the initial one-year term hereof, and during any subsequent
one-year term, upon six (6) months written notice from either party to
the other; |
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| (c) | upon Paradigm giving written notice to Pek effective
immediately together with a payment to Pek of all monies accrued or owing
to Pek for fees and expenses plus a termination payment of Ten Thousand
Dollars ($10,000) during the initial one-year term, or a termination
payment of Fifteen Thousand Dollars ($15,000) during any subsequent
one-year term; |
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| (d) | if Pek shall, for any reason of illness or metal
or physical disability or incapacity, fail for any two (2) consecutive
calendar months in any calendar year, or for four (4) months in any two
(2) successive calendar years to perform its duties hereunder then by
two (2) months notice in writing from Paradigm to Pek; |
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| (e) | upon termination for whatever reason this Agreement
and the employment of Pek hereunder shall be wholly determined. By any
such termination Pek shall have no claim against Paradigm for damages
or otherwise except in respect of payment and remuneration as described
in paragraph 3 hereof from the effective date to the date of termination
and as described herein. |
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| 18. | In the case of a termination notice by Pek to Paradigm, Paradigm shall pay Pek all fees that such fall due until and including the termination day, all fees shall be pro-rated with the days of service as may be appropriate and Paradigm shall reimburse Pek for all money paid by Pek from its own funds on behalf of Paradigm. Irrespective of how or why Pek's service is terminated and, irrespective of any claims between Pek and Paradigm, Pek shall deliver up to the Board of Directors all records reports and data pertaining to and belonging to Paradigm in an up-to-date and orderly manner and shall not remove any of these records, reports and data from the office of Paradigm. |
INDEMNIFICATION
| 19. | Pek agrees to indemnify and save harmless Paradigm
from any and all liabilities Paradigm may incur through the management
of Pek's above-mentioned corporate areas by Pek or which may arise out
of the management by Pek. |
| 20. | Paradigm shall indemnify and save harmless Pek from
and against any and all actions, claims, suits, demands, loss and damages
whatsoever which arise or result from or are caused by Pek or Paradigm
or anyone associated with or employed by Pek in the ordinary scope of
employment or which may arise out of the management by Pek. |
NOTICE
| 21. | Any notice required to be given to either party
by the other hereunder shall be well and sufficiently given or sent by
facsimile transmissionm, registered mail, postage prepaid, or if delivered,
to Paradigm at its office address hereinbefore set forth, or at such other
address of the office established from time to time, or if sent by facsimile
transmission, registered mail, postage prepaid, or if delivered to Pek
at the address of Pek hereinbefore set forth. Such notice shall be deemed
received, if delivered, when delivered, or if mailed, forty-eight (48)
hours after posting. Either party may change its address for notice by
advising the other party in writing. |
GOVERNING LAW
| 22. | This Agreement, is subject to the laws of the State of Nevada. |
ENUREMENT
| 23. | This Agreement shall enure to the benefit of and
be binding upon the parties hereto, their and each of their heirs, executors,
administrators, successors and permitted assigns, as the case may be.
|
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IN WITNESS WHEREOF the parties hereto have executed these presents in the presence of their proper officers in that behalf duly authorized as of the day, date and year first above written.
| The Common Seal of | ) |
| PARADIGM ENTERPRISES, INC. | ) |
| was affixed hereunto in the presence of: | ) |
| ) | |
| ) | |
| ) | |
| /s/ “Xxxxx X. Xxxxxx” | ) |
| President | ) |
| ) | |
| Signed and Delivered by XXXXXX X. | ) |
| PEK | ) |
| ) | |
| /s/ “Xxxxxx X. Xxx” | ) |
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