CONSULTING AGREEMENT
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EX-10.1 2 v119129_ex10-1.htm Unassociated Document
Exhibit 10.1
CONSULTING AGREEMENT
THIS AGREEMENT made with effect from the 1st day of July, 2008 (the “Effective Date”)
BETWEEN:
RWH Management Services Ltd.
64 Eagleview Way, Cochrane, Alberta, T4C 1P6
(the “Consultant”)
AND:
Elmworth Energy Corporation
1250, 521 - 3rd Avenue SW, Calgary, Alberta, T2P 3T3
(the “Company”)
RECITALS:
A. The Company has requested RWH Management Services Ltd. (" the Consultant") to provide technical support for the Company; and
B. The Company has agreed to pay the fees for work undertaken on behalf of the Company, on the terms and conditions contained herein.
WITNESSES THAT in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 Entire Agreement
This Agreement supersedes all previous invitations, proposals, letters, correspondence, negotiations, promises, agreements, covenants, conditions, representations and warranties with respect to the subject matter of this Agreement. There is no representation, warranty, collateral term or condition affecting this Agreement for which any party can be held responsible in any way, other than as expressed in writing in this Agreement.
1.2 Amendments
No change or modification of this Agreement will be valid unless it is in writing and signed by each party to this Agreement.
1.3 Invalidity of Particular Provision
It is intended that all of the provisions of this Agreement will be fully binding and effective between the parties. In the event that any particular provision or provisions or a part of one or more is found to be void, voidable or unenforceable for any reason whatsoever, then the particular provision or provisions or part of the provision will be deemed severed from the remainder of this Agreement. The other provisions of this Agreement will not be affected by the severance and will remain in full force and effect.
1.4 Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable in such Province.
ARTICLE 2
SERVICES AND REMUNERATION
2.1 Services
The Consultant agrees to use its reasonable efforts to:
(a) Provide technical support for the Company’s exploration programs; and,
(b) Assist the President of the Company as requested.
2.2 Remuneration
For providing the services set out in 2.1 above, the Company agrees to pay the Consultant $15,000 plus GST per month.
2.3 Consultant Not Employee
The parties agree that the Consultant is not an employee of the Company and, as such, save as required by law; there shall be no deductions for any statutory withholdings such as income tax, Canada Pension Plan, Unemployment Insurance or Worker’s Compensation.
2.4 Statutory Withholdings
The Consultant agrees to make and remit all statutory withholdings as may be required to be made by the Consultant in connection with the performance of its services for the Company.
ARTICLE 3
GENERAL OBLIGATIONS OF THE CONSULTANT
3.1 The Company’s Ownership of Rights
The Consultant acknowledges and agrees as follows with respect to the ownership of rights by the Company and the limitation of the Consultant’s rights:
| (a) | The Consultant acquires no rights in any inventions or developments or work products, including, but not limited to, documents, written materials, programs, designs, discs and tapes (the “Work Products”) resulting from, derived from or otherwise related to the performance of the Services by the Consultant or the Confidential Information. All such inventions, developments and Work Products are the property of the Company. The Consultant will promptly and duly execute and deliver to the Company such further documents and assurances and take such further action as the Company may from time to time request in order to more effectively carry out the intent and purpose of this section, and to establish and protect the rights, interests and remedies of the Company. |
| (b) | The Consultant will not at any time apply for any copyright, trade mark, patent, or other intellectual property protection which would affect the ownership by the Company of any rights in the intellectual property associated with the Work Products or file any document with any government authority anywhere in the world or take any other action which could affect such ownership of any intellectual property associated with the Work Products or aid or abet anyone else in doing so. |
ARTICLE 4
TERM
This Agreement will take effect on the Effective Date and will continue in full force and effect until December 31, 2008 whereupon this agreement shall be terminated unless approved in writing by both parties.
ARTICLE 5
UNAUTHORIZED DISCLOSURE
Unauthorized Disclosure
The consultant acknowledges that:
| (a) | The Consultant will be provided with access to confidential and proprietary information and knowledge relating to the business of the Company and the affairs of clients and prospective clients of the Company; and |
| (b) | The Consultant will be advanced and promoted by the Company to clients and prospective clients of the Company as a person of special competence in the fields comprising the business of the Company. |
The information and knowledge referred to in paragraph (a) above collectively comprises an important and valuable asset of the Company and the parties hereto agree and acknowledge that any disclosure or unauthorized use of any such information or knowledge by the Consultant will cause damage to the Company.
ARTICLE 6
LIABILITIES AND INDEMNITIES OF THE CONTRACTOR AND THE COMPANY
Liability and Indemnity of the Consultant
The Consultant shall be liable to the Company for any loss or damage arising out of or attributable to the acts or omissions of the Consultant, its agents, subcontractors or employees.
The Consultant shall indemnify and hold harmless the Company, its directors, officers, employees and agents from and against all claims, demands, losses, costs, damages, suits or proceedings whatsoever (collectively referred to as “Claims”) that arise out of or are attributable to any act or omission of the Consultant or its employees, subcontractors or agents, and the costs thereof, including, without limitation, all legal expenses on a solicitor and client basis, except where such Claims are caused by the negligence of the Company.
The Consultant shall be liable for and shall indemnify and save harmless the Company and each of its representatives, directors, officers, employees and agents, with respect to any income taxes payable by the Consultant as a result of this Agreement, or for any contributions and penalties imposed on the Company by any governmental or other public authority having jurisdiction, for failure by the Consultant to comply with payment and contribution requirements pursuant to the Workers’ Compensation Act, Canada Pension Plan Act, Unemployment Insurance Act and Income Tax Act.
Liability and Indemnity of the Company
The Company shall be liable to the Consultant and its employees for any loss or damage arising out of or attributable to the acts or omissions of the Company, or its employees.
The Company shall indemnify and hold harmless the Consultant and each of its directors, officers, and employees, from and against all Claims that arise out of or are attributable to any act or omission of the Company or its employees or agents, and the cost thereof, including, without limitation, all legal expenses on a solicitor and client basis, except where such Claims are caused by the negligence of the Consultant.
The Company shall be liable for and shall indemnify and save harmless the Consultant, its directors, officers, employees and sub-contractors, with respect to any income taxes payable by the Company or for any contributions and penalties imposed on the Consultant by any governmental or other public authority having jurisdiction, for failure by the Company to comply with payment and contribution requirements pursuant to the Workers’ Compensation Board Act, Canada Pension Plan Act, Unemployment Insurance Act and Income Tax Act.
ARTICLE 7
CONFIDENTIALITY
Confidentiality
The Consultant shall keep in confidence and shall not disclose or make available to third parties or in any other way make use of any materials or information the Company provides to the Consultant pursuant to this Agreement, other than to the extent necessary to provide its services set out herein. Upon termination of this Agreement, the Consultant will return to the Company all materials that have been provided to the Consultant by the Company.
ARTICLE 8
GENERAL
Arbitration
All disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration pursuant to the provisions of the Arbitration Act of Alberta.
Notices
Any notice, direction, request or other communication required or contemplated by any provision of this Agreement shall be given in writing and shall be given by delivering or faxing same to the Company or the Consultant, as the case may be, as follows:
| (a) | To the Consultant at: |
RWH Management Services Ltd.
64 Eagleview Way, Cochrane, Alberta, T4C 1P6
Attention: Ron Hietala
| (b) | To the Company at: |
Elmworth Energy Corporation
1250, 521 - 3rd Avenue SW, Calgary, Alberta, T2P 3T3
Attention: Mark Gustafson
Any such notice, direction, request or other communication shall be deemed to have been given or made on the date on which it was delivered or, in the case of fax, on the next business day after receipt of transmission. Either party may change its fax number or address for service from time to time by notice in accordance with the foregoing.
Laws
This Agreement is governed by the laws of the Province of Alberta.
Enurement
This Agreement shall enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF the parties have executed this Agreement.
| Per authorized signatory /s/ RON W. HIETALA RWH Management Services Ltd. |
| Per authorized signatory: /s/ MARK GUSTAFSON Elmworth Energy Corporation |
