Letter of Agreement for Consulting and Project Management Services between MCorp and TAG Oil Ltd. (September 1, 2010)

Summary

MCorp and TAG Oil Ltd. entered into an agreement where MCorp will provide planning, consulting, project management, and research services to TAG Oil on an hourly, as-needed basis. TAG Oil will pay MCorp according to specified hourly rates and reimburse out-of-pocket expenses, with certain approvals required for larger costs. Both parties have responsibilities for timely approvals and information sharing. The agreement can be terminated by either party with 15 days' notice. Upon final payment, TAG Oil receives ownership of final deliverables, while MCorp retains rights to unused materials and may reference the work for self-promotion. Confidentiality is required from both parties.

EX-10.2 3 exh10-2.htm LETTER OF AGREEMENT WITH TAG OIL, LTD. DATED SEPTEMBER 1, 2010. exh10-2.htm

Exhibit 10.2

Letter of Agreement

Project Description: MCorp agrees to provide TAG Oil with planning, consulting, project management, and research services on an ongoing, hourly basis as needed and requested by TAG Oil. As such, this is an hourly (time and materials) estimate for the completion of the engagement outlined in this document, and includes all related services as outlined on the previous pages, based on the billable rates as described below.

Payment Schedule: Invoices will be sent at the end of each billing period. An accounting of all time, and applicable expenses, if any, will be invoiced monthly, as incurred. All invoices are due net 15 days.

Billable Rates: Staff time for project management, copy, programming, design and production is billed at $200 per hour. Senior consultants' time is billed at $275 per hour, while Partner and Director time is billed at $375 per hour. Other than Partners and Directors whose travel time is billed at $1200 per day, travel time is billed at $85 per hour or $680 per day.

Out-of-Pocket Expenses: Our fees do not include out-of-pocket expenses. Out-of-pocket expenses include - but are not limited to items such as color and black and white printouts and outputs, deliveries, phone, travel, original or stock images, research incentives and third-party tools. Typically, expenses paid by MCorp are billed at cost plus 20%, with the exception of: travel, phone and deliveries, which are billed at cost. The Client shall approve any individual out-of-pocket expenses in excess of $500 in advance through a written Estimate Addendum.

As a benefit to our clients, MCorp. prefers to have out-of-pocket expenses billed directly to our Clients, thus bypassing any administrative markup. Client shall approve any individual out-of-pocket expenses in excess of $500 in advance through a written Estimate Addendum. Out-of-pocket expenses of $1,500 and up are subject to a 50% deposit, payable in advance.

Revisions: This proposal is for the services and scope of work outlined, and referred to, in this document. Revisions will be billed at applicable hourly rates. If revisions are required, MCorp. will first outline any additional work in a detailed Estimate Addendum, so that the Client may authorize services and expenditures before they are accrued.

Letter of Agreement

Timelines: Time is of the essence in completing this work on strategy and on budget. MCorp acknowledges its responsibility to present work on schedule for Client approval. Accordingly, the Client has a responsibility to approve the work in a timely fashion in order for: (a) future deadlines to be met; (b) the work to be completed to satisfaction.

Approvals: Upon agreement to this scope of work, budget and terms, the Client will designate an Authorized Approval Source. The Client shall review and approve all materials in writing. The Client's signature or written/e-mailed authorization will be considered final approval. Changes to project scope and changes requested for approved materials are subject to an Estimate Addendum.

Estimate Addenda note the requested changes, estimate their cost, and require timely approval to continue work.

Responsibility as to Style and Content: The Client is responsible for the truth, accuracy, and legality of all content provided to MCorp, and/or approved by Client whether or not originally supplied by the Client. The Client shall indemnify, hold harmless, and defend MCorp against any and all claims, damages, liabilities, losses, demands, actions, suits and expenses (including attorney's fees), arising from: (a) claims, representations, statements or depictions in materials prepared or submitted by the Client; (b) defects in the Client's products or services; (c) allegations that copyright, trademark, patent or other rights of a third party have been infringed or violated.

Client Responsibility: Above and beyond the other responsibilities outlined in this agreement, the Client is responsible for providing reasonable access to internal resources and records as required to fulfill the terms of this engagement, as well as timely, thoughtful and accurate responses to all communications from MCorp.

MCorp Responsibility: Above and beyond the other responsibilities outlined in this agreement, MCorp is responsible for meeting the timelines and budgets of this proposal. In addition, MCorp is responsible for fulfilling the expectations of the Client as defined in the proposal and for all approved project elements.

Sales Tax: Sales tax is billed as applicable under California State law.

Termination: Either Client or agency may terminate this agreement, provided 15 days written notice is given to the terminated party. In this event, the agency will invoice and be paid for all time and materials expended. All additional out-of-pocket costs accrued through date of termination will be billed to the Client, due and payable net 30.

Letter of Agreement

Ownership: Upon final payment, MCorp grants the Client ownership of final creative elements as applicable, and grants to Client, affiliates, partners, consultants, representatives and agents, for the benefit of Client only, full internal use of final strategic plans, research findings and recommendations.

All design iterations, copy and concepts not chosen for final art remain the property of MCorp. In addition, all draft plans, planning methodologies, processes, verbiage (e.g. plan copy), interface design or code (e.g. online survey instruments, source code), and other materials or processes used in the creation of the plan, remain the sole property of MCorp. All MCorp property is protected under applicable federal copyright and trademark laws. MCorp also retains the right to use the Client's name and reference nonconfidential work product for the purposes of self promotion.

Confidentiality: Both Parties to this agreement acknowledge that confidential information, including but not limited to, business plans, trade secrets, customer information, methodology and processes, will be shared between parties. Both parties hereby agree to hold all information received from the other party in strict confidence, and will strictly control all access to and distribution of any confidential or potentially confidential information. All MCorp employees, consultants, contractors and vendors will abide by, and are bound by MCorp's approved Information Security Program.

Accepted by MCorp.	Accepted for TAG Oil




MICHAEL HINSHAW	DAN BROWN
Michael Hinshaw, Managing Director	Signature	Date
September 1, 2010

	Dan Brown, Controller
	Print Name and Title