Service Agreement - SA-2005-01
Exhibit
10.20
Service
Agreement - SA-2005-01
THIS
AGREEMENT IS MADE BY AND BETWEEN
Northern
Alberta Oil Ltd.
510,
Royal Bank Building
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(hereinafter
referred to as “Company”)
AND
Trebax
Projects Ltd.
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇
▇▇▇
▇▇▇
(hereinafter
referred to as “Contractor”).
WHEREAS
Company
is engaged in the exploration and exploitation of petroleum resources,
predominantly in the Sawn Lake area of the Province of Alberta,
Canada,
AND
WHEREAS
Company
is desirous of having Contractor provide Services, hereinafter described, in
accordance with the terms and conditions and other requirements, as detailed
herein,
AND
WHEREAS
Contractor
has represented and warrants that it is a qualified contractor with the
necessary skills, abilities and expertise and is ready, willing and able to
provide Services, hereinafter described, in accordance with the terms and
conditions and other requirements, as detailed herein,
NOW,
THEREFORE,
Company
and Contractor, in consideration of the mutual covenants and agreements
contained herein, have entered into this Agreement and declare and agree as
follows:
| 1. |
The
provision of Services shall be carried out by Contractor in strict
accordance with all of the provisions of the following documents,
which
are hereby incorporated into and constitute this
Agreement:
|
| · |
General
Terms and Conditions
|
| · |
Compensation
|
| · |
Administrative
Procedures
|
| · |
Scope
of Work
|
| 2. |
This
Agreement shall be effective as of September
1, 2005 and
shall remain in force, in accordance with the terms and conditions
and
other requirements, as detailed
herein,
|
| 3. |
This
Agreement shall supersede and replace any verbal or written communication
heretofore made between Company and Contractor relating to the
Services.
|
IN
WITNESS WHEREOF,
Company
and Contractor have caused this Agreement to be signed in duplicate original,
by
duly authorized corporate officers at the places and on the dates indicated
below.
|
For
and on behalf of Northern Alberta Oil Ltd.
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||||||||
|
At
the city of
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Edmonton
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on
|
30
|
day
of
|
October
|
20
|
05
|
|
|
Signature:
|
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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|||||||
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Name:
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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|||||||
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Title:
|
President
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|||||||
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For
and on behalf of Trebax Projects Ltd.
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||||||||
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At
the city of
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Calgary
|
on
|
12
|
day
of
|
October
|
20
|
05
|
|
|
Signature:
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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|||||||
|
Name:
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
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|||||||
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Title:
|
President
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|||||||
General
Terms
and Conditions
Updated
- 2005 10 30
TABLE
OF CONTENTS
|
Section
|
Title
|
Page
|
|
1.0
|
DEFINITIONS
|
6
|
|
2.0
|
DOCUMENTS
|
6
|
|
3.0
|
LANGUAGE
|
6
|
|
4.0
|
GOVERNING
LAW
|
6
|
|
5.0
|
COMPLIANCE
WITH LAWS AND REGULATIONS
|
6
|
|
6.0
|
TAXES
|
7
|
|
7.0
|
SAFETY
|
7
|
|
8.0
|
INSURANCE
|
7
|
|
9.0
|
LIABILITY
AND INDEMNITY
|
8
|
|
9.1
|
Liability
|
8
|
|
9.2
|
Indemnification
of the Parties
|
8
|
|
9.3
|
Third
Party Indemnification
|
8
|
|
9.4
|
Patent
Indemnity
|
8
|
|
9.5
|
Consequential
Damages
|
8
|
|
10.0
|
POLLUTION
DAMAGES
|
8
|
|
11.0
|
INSPECTION
|
9
|
|
12.0
|
AUDIT
|
9
|
|
13.0
|
ASSIGNMENT
|
10
|
|
14.0
|
SUBSTITUTION
|
10
|
|
15.0
|
RIGHT
TO DO BUSINESS
|
10
|
|
16.0
|
TITLE
|
10
|
|
17.0
|
LIENS
AND ENCUMBERANCES
|
10
|
|
18.0
|
CONFIDENTIAL
INFORMATION
|
11
|
|
19.0
|
PUBLICITY
|
11
|
|
20.0
|
INDEPENDENT
CONTRACTOR
|
11
|
|
21.0
|
FORCE
MAJEURE
|
11
|
|
22.0
|
TERMINATION
|
12
|
|
22.1
|
Completion
of this Agreement
|
12
|
|
22.2
|
By
Company - Without Cause
|
12
|
|
22.3
|
By
Company - With Cause
|
12
|
|
22.4
|
Force
Majeure Event
|
13
|
|
22.5
|
Default
by Company
|
13
|
|
22.6
|
Action
Upon Termination
|
13
|
|
23.0
|
SETTLEMENT
OF DISPUTES
|
14
|
|
23.1
|
Arbitration
|
14
|
|
23.2
|
Appointment
of Arbitrators
|
14
|
|
23.3
|
Arbitration
Decision
|
14
|
|
24.0
|
GRATUITIES
|
14
|
|
25.0
|
CONFLICT
OF INTEREST
|
14
|
|
26.0
|
COOPERATION
|
15
|
|
27.0
|
LOCAL
CONTENT
|
15
|
|
28.0
|
CONTINUING
OBLIGATION
|
15
|
|
29.0
|
HEADINGS
AND ORDER
|
15
|
|
30.0
|
WAIVER
|
15
|
|
31.0
|
AMENDMENT
|
15
|
| 1.0 | DEFINITIONS |
“Parties”
means Company and Contractor.
“Party”
means Company or Contractor.
“Services”
means any portion or all, depending on the context, of the work, services,
duties, obligations and responsibilities of Contractor set out in the Scope
of
Work section and elsewhere in this Agreement.
“Subcontractor”
means an entity that provides, to Contractor, services, material, equipment
or
other components for resale, or for incorporation into or as a part of, services
and related goods to be or being supplied by Contractor, under this
Agreement.
“Willful
Misconduct” means any deliberate or intentional or conscious or reckless,
disregard of any provision of this Agreement, including those requiring
compliance with applicable laws, by either Party or its employees, agents,
consultants, contractors, Subcontractors or permitted assignees, which is not
justifiable by any special circumstance, not including any omission, error
of
judgment or mistake made, in the exercise in good faith, of any function,
authority or discretion conferred upon a Party pursuant to this Agreement.
| 2.0 | DOCUMENTS |
Contractor
warrants that it has completely reviewed the documents that are incorporated
into and constitute this Agreement and, further, warrants that it fully
understands the terms, conditions and requirements as it relates to the
performance of its obligations under this Agreement.
In
the
event of conflict between any of the documents attached to and forming an
integral part of this Agreement, or conflict between those documents and any
applicable laws, statues, decrees, orders, rules or regulations, applicable
to
the supply of the Services and related goods or use of the goods at their end
use location, the most stringent, as determined by Company, shall apply. If
Contractor recognizes any such conflict, Contractor shall bring that conflict
to
the attention of Company, in writing, for resolution.
| 3.0 | LANGUAGE |
Contractor
shall use the English language for all written and verbal communication related
to this Agreement for the supply of the Services and related goods, identified
herein.
| 4.0 | GOVERNING LAW |
This
Agreement shall be construed and interpreted in accordance with the laws of
the
Province of Alberta, Canada, except as agreed otherwise herein.
| 5.0 | COMPLIANCE WITH LAWS AND REGULATIONS |
Insofar
as activities directed towards the performance of this Agreement fall within
or
are subject to the jurisdiction of the laws of Canada, Contractor shall comply
in all respects with all applicable laws, statues, decrees, orders, rules or
regulations in force in Canada, and of any political subdivision, agency or
representatives of the Government of Canada or of the Energy and Utilities
Board
of the Province of Alberta, or of any duly constituted authority having
jurisdiction or authority at any place of performance of this Agreement or
in
connection with any services pursuant to this Agreement.
In
this
regard, Contractor agrees that it is responsible to ensure that its employees,
agents, consultants, contractors, Subcontractors or permitted assignees act
in
complete accordance with all applicable laws and regulations.
Further,
Contractor shall ensure that its employees, agents, consultants, contractors,
Subcontractors or permitted assignees respect local customs and cultural
sensitivities and shall not engage in activities, which may be reasonably
considered by Company to be detrimental to the maintenance of harmonious
relationships between Company and authorities or local inhabitants.
Notwithstanding
any other provisions in this Agreement, Contractor shall indemnify Company
against all penalties and liabilities of every kind should any of its employees,
agents, consultants, contractors, Subcontractors or permitted assignees, fail
to
comply with applicable laws and regulations and respect local
customs.
| 6.0 | TAXES |
Contractor
shall be solely responsible and liable for the assessment, collection and
withholding of, if required, and payment of all corporate, income, excise,
royalty, property, sales or other taxes as may apply to the personnel, payroll,
invoices, sales, costs, activities, assets, equipment or other property of
Contractor or its Subcontractors. Contractor agrees to indemnify and hold
Company harmless from and against any fines, fees or other consequences of
Contractor failing to perform this obligation.
| 7.0 | SAFETY |
Contractor
shall comply with and be responsible for the enforcement of all government
safety rules and regulations in effect, where the Services are performed.
Contractor shall immediately correct any unsafe condition or practices, which
Company or competent authority may identify and advise Contractor.
Contractor
shall provide all safety equipment for its employees, agents, consultants,
contractors, Subcontractors or permitted assignees, who are involved in the
performance of the Services and maintain effective safety devices to reduce
the
occurrence of and mitigate the effects of hazards during the performance of
the
Services under this Agreement.
All
automobiles used in the performance of the Services and shall be in safe
operating condition and adequately equipped with safety belts.
Contractor
agrees that it is responsible to ensure that its employees, agents, consultants,
contractors, Subcontractors or permitted assignees act in complete accordance
with all applicable safety requirements of Company and otherwise required by
this Agreement.
| 8.0 | INSURANCE |
During
the performance of the Services under this Agreement, Contractor shall, at
its
sole expense, insure the personnel and property of Contractor against accident,
injury, loss and other such insurance as Contractor deems necessary or as
required by the laws and regulations of any place where the Services may be
performed. In support of the performance of this Agreement, Contractor shall
maintain adequate replacement value insurance for equipment, tools and material
owned by Contractor and for any equipment, tools and material of others,
particularly those of Company, which are at any time or from time to time in
the
care and custody of Contractor. All insurance shall be placed and maintained
by
Contractor, with insurers and in amounts and upon such policy terms and
conditions as Company may require.
Within
fifteen (15) days of receiving a request from Company, Contractor shall provide
to Company, certificates of insurance for the required insurance, in a form
satisfactory to Company. Renewal certificates for insurance policies or new
certificates for replacement insurance policies, for those policies which become
due during the Term of this Agreement shall be obtained by Contractor and copies
of such renewal certificates shall be furnished to Company promptly after they
become available, in the event that Company had previously requested
certificates of the preceding policy.
| 9.0 | LIABILITY AND INDEMNITY |
| 9.1 | Liability |
Contractor
shall bear all risk of injury to its employees, agents, consultants,
contractors, Subcontractors or permitted assignees and for loss of or damage
to
its property, or the property of Company when in the care and custody of
Contractor, howsoever caused.
| 9.2 | Indemnification of the Parties |
With
regard to the Services to be performed under this Agreement, each Party shall
indemnify and hold the other Party harmless from and against any and all
liabilities for death, illness or injury to it employees, agents, consultants,
contractors, Subcontractors or permitted assignees or for loss of or damage
to
its property or to the property of it employees, agents, consultants,
contractors or Subcontractors and against all claims, demands, proceedings
and
causes of action resulting therefrom, regardless of the cause.
| 9.3 | Third Party Indemnification |
With
regard to the Services to be performed under this Agreement, each Party shall
indemnify and hold the other Party harmless from and against any and all
liability for death, illness or injury to any third party or for loss of or
damage to the property of any third party and against all claims, demands,
proceedings and causes of action resulting therefrom and due to any negligent
act or default on its part in the performance of any of its obligations
hereunder.
| 9.4 | Patent Indemnity |
Contractor
agrees to indemnify and hold harmless Company from and against all claims,
demands, causes of action, cost, damages and awards, arising out of or in
connection with this Agreement, in respect of any direct or indirect
infringement of any patent, copyright or trade ▇▇▇▇ or any pending application
for any patent, copyright or trade ▇▇▇▇.
| 9.5 | Consequential Damages |
Notwithstanding
anything herein contained to the contrary, neither Party shall be liable to
the
other for special, indirect or consequential damages resulting from or arising
out of this Agreement or anything done or not done pursuant hereto, including
without limitation, loss of profit, loss production or business interruptions,
howsoever caused.
| 10.0 | POLLUTION DAMAGES |
Notwithstanding
any other provision contained in this Agreement, Contractor shall assume all
liability for any and all injury or death to persons, loss or damage to
property, and in respect of the control and removal of pollution or
contamination of the air, land or water arising from spills, leaks or discharge
of pollution or contamination and other material in the possession or control
of
Contractor or its Subcontractors. Contractor and shall indemnify and hold
Company, its co-venturers, its and their affiliated companies and its and their
respective officers, agents and employees, harmless from and against any and
all
losses, claims, demands, costs, proceedings, damages, charges and expenses
howsoever arising therefrom.
Without
relieving Contractor of any of its obligations in this regard, it is agreed
that
Company may take part to any degree it deems necessary in the control and
removal of any pollution or contamination, which is the responsibility of
Contractor under the foregoing provisions or which is due to any act or omission
of Contractor. Furthermore, Contractor shall reimburse Company for the cost
thereof upon the receipt of billing from Company, provided always that the
amount may be deducted by Company, from any monies due or which may otherwise
become due to Contractor, notwithstanding any other right or remedy, legal
or
otherwise, that Company may have under this Agreement, or otherwise.
| 11.0 | INSPECTION |
Services
and goods supplied by Contractor under this Agreement are subject to inspection
by Company at any time during the Term of this Agreement. Contractor shall
allow
Company to exercise this right of inspection at any time. Contractor shall
be
responsible for making all necessary arrangements to allow Company to exercise
this right of inspection.
Where
goods supplied are manufactured by others, or otherwise purchased from others
for resale by Contractor, Contractor shall be responsible for ensuring that
Company will be allowed to exercise this right of inspection, at the point
of
manufacture of the goods or the point where the goods are stored or stocked.
All
related cost incurred by any Subcontractor and Contractor to allow Company
to
exercise this right of inspection is the responsibility of Subcontractor and
Contractor and will not be paid by Company. Company will only be responsible
for
any direct cost incurred by Company, in order that it may exercise this right
of
inspection.
Services
and goods supplied, which are found, during inspection, not to conform to the
specifications and other requirements, are subject to rejection by Company.
Contractor shall immediately, upon notification of such rejection, re-complete
the work or replace the goods at the sole expense of Contractor.
| 12.0 | AUDIT |
Contractor
agrees that all claims or charges for extra work scope may be audited by Company
to determine the appropriateness of the amount claimed or charged.
Accordingly,
Contractor shall maintain and cause each of its Subcontractors to maintain
a
complete, correct and up-to-date set of records, including copies of time
sheets, third party invoices and other documentation pertaining to the supply
of
the Services and related goods, throughout the Term of this agreement and for
a
period of two (2) years after completion of this Agreement.
Further,
Contractor agrees that during the above period, Company or a duly authorized
representative of Company shall have the right, at all reasonable times to
inspect and audit, the procedures, controls, procurement records relating to
the
supply of the Services and related goods and accounting records of Contractor
and its Subcontractors, related to the performance of this Agreement. Contractor
shall be responsible for making all necessary arrangements to allow Company
to
exercise this right of audit. Contractor shall be responsible for ensuring
that
Company will be allowed to exercise this right of audit, at each of its
Subcontractors.
All
related costs incurred by Contractor or its Subcontractors for the purpose
of
such audit are the responsibility of Contractor or its Subcontractors. Company
will only be responsible for any direct cost incurred by Company, in order
that
it may exercise its right of audit.
| 13.0 | ASSIGNMENT |
Contractor
agrees that Company may assign this Agreement to an affiliate of Company without
the consent of Contractor, provided however, that Company shall remain liable
to
Contractor for the performance by its obligations under this
Agreement.
Company
shall not assign this Agreement, in whole or in part, to a party other than
an
affiliate without having first obtained the written consent of Contractor,
which
consent shall not be unreasonably withheld.
Contractor
shall not assign this Agreement, in whole or in part, or any obligations under
this Agreement, without having first obtained the written consent of
Company.
Contractor
may engage a Subcontractor to perform certain obligations under this Agreement,
on behalf of Contractor, provided however, that, despite any agreements or
contracts with such Subcontractor, Contractor shall remain liable to Company
for
the performance of its obligations under this Agreement. Prior to any such
agreement to subcontract certain obligations or parts of the Services or work
covered by this Agreement, Contractor shall obtain the written consent of
Company, which consent shall not be unreasonably withheld.
This
Agreement shall inure to the benefit of and be binding upon the successors
and
permitted assignees of either Party.
| 14.0 | SUBSTITUTION |
If
as
part of the Services, Contractor is required to supply specified goods,
Contractor shall supply only those goods specified, unless it has first obtained
the written agreement of Company.
| 15.0 | RIGHT TO DO BUSINESS |
Contractor
warrants that it is in possession of and shall throughout the Term of this
Agreement maintain in full force and effect, all licenses and permits necessary
to enable it to perform the Services and Contractor further warrants that it
has
the right to perform the Services under this Agreement.
| 16.0 | TITLE |
Contractor
warrants that title to goods supplied to Company related to the performance
of
this Agreement is legitimate and within the legal rights of Contractor and
that
such goods shall be free of any security interest or other lien or encumbrance,
except as expressly agreed and accepted.
| 17.0 | LIENS AND ENCUMBERANCES |
Contractor
shall promptly pay, when they become due, all obligations for labor, property,
equipment, materials and fees and assessments necessary for the performance
of
the Services. Contractor shall, during the Term of this Agreement, ensure that
the work is free and clear of all liens, assessments, fines or other similar
levies and shall hold Company harmless in respect of such claims.
Should
it
be necessary for Company to make any payments stemming from the Services under
this Agreement, in order that Company may have access to or use its facilities,
Contractor agrees that those amounts may be deducted from the amounts otherwise
paid to Contractor for the performance of its obligations, notwithstanding
any
other right or remedy, legal or otherwise, that Company may have under this
Agreement, or otherwise.
| 18.0 | CONFIDENTIAL INFORMATION |
All
information obtained by Contractor in the performance of this Agreement shall
be
considered confidential and shall not be divulged by Contractor, its employees,
agents, consultants, contractors, Subcontractors or permitted assignees, to
any
person, firm or corporation, without having first obtained the written consent
of Company. This obligation shall remain binding on Contractor, notwithstanding
the termination of this Agreement for any reason.
| 19.0 | PUBLICITY |
Contractor
shall not publish or permit to be published any information about or photographs
of the Services or of the business of Company, generally, without having first
obtained the written consent of Company. Such consent shall only apply to each
specific application and relate only to that application. The accuracy of any
information released pursuant to the consent of Company, which was not supplied
directly by Company, is the absolute responsibility of Contractor. This
obligation shall remain binding on Contractor, notwithstanding the termination
of this Agreement for any reason.
| 20.0 | INDEPENDENT CONTRACTOR |
In
the
performance of this Agreement, Contractor warrants that it is an independent
contractor and not an agent or employee of Company. Accordingly, the
relationship of the Parties in respect of this Agreement shall not be construed
to be that of principal and agent or master and servant.
All
persons engaged by Contractor in the performance of this Agreement shall at
all
times during the period of this Agreement be personnel of Contractor and not
of
Company.
Contractor
shall comply with all reasonable directions and instructions, given by Company,
provided however, Contractor shall have sole and complete control, supervision
and direction over the operation of its property and personnel, except to the
extent as may be otherwise mutually agreed in writing by the
Parties.
| 21.0 | FORCE MAJEURE |
A
Force
Majeure Event is defined as an event or circumstance that cannot reasonably
be
anticipated and is beyond the control of Company or Contractor. Each Party
shall
be excused from the performance of its obligations under this Agreement, from
time to time and at any time, but only so long as the Party is prevented from
such performance by a Force Majeure Event. A Force Majeure Event may be an
act
of God or public enemy, war, blockage, civil insurrection, earthquake, flood,
fire, labor strike, compliance with any law, rule, order or regulation, which
has not been declared by a court of competent jurisdiction to be invalid, or
any
other cause beyond the reasonable control of such Party. Lack of funds or
circumstances resulting from lack of adequate planning, which a Party should
have reasonably been expected to perform, shall not be considered beyond the
control of such Party.
In
the
case of suspension of Services due to a Force Majeure Event, the Party affected
by the Force Majeure Event shall, within fifteen (15) days from the beginning
of
any such Force Majeure Event, notify the other Party of such failure of
performance and the cause thereof, and shall specify the anticipated period
of
delay before performance can be resumed. The Party affected by the Force Majeure
Event shall take all reasonable measures to overcome any delay and mitigate
any
damages arising from such Force Majeure Event.
Contractor
agrees that it will not seek to claim additional compensation for expenses
as a
result of a Force Majeure Event. Each Party agrees that it shall bear its own
financial consequences of any Force Majeure Event. However, Company may grant
Contractor an extension, to the Term of this Agreement, if in its sole opinion,
the Force Majeure Event may reasonably be considered to cause or have caused
a
delay to the timely achievement of the Services to be provided under this
Agreement, or otherwise.
| 22.0 | TERMINATION |
In
the
event that this Agreement is terminated under any of the provisions in this
clause, Company shall not be liable to Contractor for any payment for any claim
by Contractor, for loss of anticipated profits or damages or any reason
whatsoever, except as expressly provided for herein. However, in accordance
with
other provisions of this Agreement, Contractor shall be compensated for Services
performed up to the point of termination, regardless of the reason for
termination.
| 22.1 | Completion of this Agreement |
The
obligation for Contractor to provide Services shall terminate upon the
completion of the Term of this Agreement.
The
obligation for Company to compensate Contractor for Services shall terminate
upon the complete and final payment for all Services provided by Contractor
prior to the completion of the Term of this Agreement.
| 22.2 | By Company - Without Cause |
Company
shall, at any time, in its sole discretion, for its own convenience, have the
right to terminate this Agreement by providing written notice to Contractor.
Company shall have the option of providing written notice of such termination,
which may not occur until thirty (30) days from the date of receipt by
Contractor of the written notice of termination or a payment in lieu of notice,
in the amount equal to the charges that would otherwise accrue for twenty five
(25), eight hour days of Services or four hundred (400) total hours of
Service.
| 22.3 | By Company - With Cause |
Company
shall, in its sole discretion, have the right to immediately terminate this
Agreement by providing written notice to Contractor, in the event that
Contractor commits a material breach of it obligations under this Agreement
including, without limitation:
| · |
Failure
to proceed with the performance of any part of the Services, with
due
diligence, or to otherwise comply with any of the obligations of
Contractor under this Agreement, as a result of a cause within the
control
of Contractor and failure to comply with or commence and diligently
continue remedial action within fifteen (15) days of any reasonable
instruction from Company requiring such remedial action,
or
|
| · |
Persistent
disregard for applicable laws and regulations and safety and environmental
requirements, of any competent authority, wherever the Services are
performed, and failure to comply with or commence and diligently
continue
remedial action within fifteen (15) days of any reasonable instruction
from Company requiring such remedial action,
or
|
| · |
Abandonment
of this Agreement and failure to comply with or recommence Services
within
fifteen (15) days of any reasonable instruction from Company requiring
recommencement of Services, or
|
| · |
Assignment
of any part of this Agreement or subcontracting of any part of the
Services, without having first obtained the written consent of Company,
or
|
| · |
If
Contractor is declared bankrupt, becomes insolvent, generally fails
to pay
its obligations and debts as and when they become due, makes an
arrangement, compromise, or composition with it creditors, is placed
in
liquidation or receivership, or upon any analogous event, or if any
legal
proceeding for such should be commenced in any court having jurisdiction,
or
|
| · |
If
Contractor fails to maintain any required insurance or
bond.
|
| 22.4 | Force Majeure Event |
If
the
occurrence of a Force Majeure Event causes, or may reasonably be anticipated
to
cause, suspension of the Services for a period longer than sixty (60) days,
either Party may terminate this Agreement, in whole or in part, at its
discretion, by giving notice of such termination to the other Party. Should
Company be the Party that issues the notice of termination under this clause,
Contractor shall be entitled to payment in the amount equal to the charges
that
would otherwise accrue for twenty five (25), eight hour days of Services or
four
hundred (400) total hours of Service, in addition to any other payment due
and
owing to Contractor, under this clause or otherwise.
| 22.5 | Default by Company |
Company
shall be considered in default if Company fails to perform its payment
obligations under this Agreement with respect to any amount for which there
is
no dispute and if such undisputed amount has not been paid within the time
stipulated or if Company is declared bankrupt, becomes insolvent, generally
fails to pay its obligations and debts as and when they become due, makes an
arrangement, compromise, or composition with it creditors, is placed in
liquidation or receivership, or upon any analogous event, or if any legal
proceeding for such should be commenced in any court having
jurisdiction.
In
the
event of default by Company and Company failing to remedy such default within
fifteen (15) days of receiving notice of such default from Contractor,
Contractor shall be entitled to terminate this agreement by notice in writing
to
Company, notwithstanding any other right or remedy, legal or otherwise, that
Contractor may have under this Agreement, or otherwise.
| 22.6 | Action Upon Termination |
Upon
termination of this Agreement, Contractor shall cease Services and related
work
immediately upon receipt of notice of termination, or as soon thereafter as
is
reasonably practicable, and remove all Contractor equipment and material, if
any, from Company premises, and cause its employees, agents, consultants,
contractors, Subcontractors or permitted assignees to vacate all Company
premises, as directed by Company. Where Contractor is in possession of Company
equipment, material or articles of any type at the time of receipt of notice
of
termination, Contractor shall promptly return those articles to Company, as
directed by Company. Company shall grant reasonable access to Contractor for
this purpose. All work related to the performance of this clause shall be
considered Services by Contractor requiring compensation by
Company.
| 23.0 | SETTLEMENT OF DISPUTES |
Any
disputes, controversies, differences or disagreements, which may arise between
the Parties out of or in connection with this Agreement shall be settled by
mutual agreement.
| 23.1 | Arbitration |
If
any
such dispute, controversy, difference or disagreement cannot be settled within
thirty (30) days, by mutual agreement, one of the Parties shall issue notice
regarding the need for arbitration (the “Arbitration Notice”) to the other,
indicating that the matter shall be settled under the Rules of Conciliation
and
Arbitration of the International Chamber of Commerce, effective at the
time.
| 23.2 | Appointment of Arbitrators |
Arbitration
shall, preferably, be before one arbitrator (the “Sole Arbitrator”) mutually
acceptable to the Parties. Otherwise, arbitration shall be before three
arbitrators, in which case each Party shall each nominate one arbitrator within
thirty (30) days of the Arbitration Notice. The two arbitrators, so nominated,
shall in turn nominate a third arbitrator within ten (10) days of the nomination
of the later of the two. In the event that they fail to agree on the third
arbitrator within the ten (10) days, the third arbitrator shall be nominated,
at
the request of the most diligent Party, by the International Chamber of
Commerce. The three arbitrators so nominated shall constitute the Board of
Arbitration. The place of arbitration shall be either Edmonton or Calgary,
Alberta, at the discretion of the Party issuing the Arbitration Notice. The
arbitration shall be conducted in the English language.
| 23.3 | Arbitration Decision |
The
arbitration decision of the Board of Arbitration shall have the agreement of
the
majority of the arbitrators. The arbitration award of either the Sole Arbitrator
or the Board of Arbitration shall be issued in writing not later than one
hundred and twenty days (120) after the date of the Arbitration Notice. The
arbitration award shall be final and binding on the Parties and shall indicate
which Party shall bear the cost of the arbitration, or if both, the proportion
each Party shall bear. The arbitration award shall be enforceable in any court
of competent jurisdiction and the Parties agree not to contest or seek relief
from the award in any court.
| 24.0 | GRATUITIES |
Contractor
shall not pay any commissions or fees, or grant any rebates, to any director,
officer, contractor or employee of Company, or to any relative or close
associate of those persons or parties, or favor such persons or parties with
gifts or entertainment of significant value.
Contractor
agrees that any breach of the above clause is sufficient grounds for Company
to
terminate this Agreement without obligation to the Contractor. Such termination
will not affect any other rights Company may have under this Agreement or
otherwise.
| 25.0 | CONFLICT OF INTEREST |
Contractor
warrants that no director, officer, contractor or employee of Company, or any
relative of those persons, has any beneficial interest in Contractor, or other
companies directly associated with Contractor, either as an inducement to enter
into this Agreement or for any commitment in the course of performance of this
Agreement or as acknowledgement of any arrangement between Contractor and
Company. Contractor further warrants that it shall not provide any beneficial
interest in Contractor, or other companies directly associated with Contractor,
either as an inducement to enter into this Agreement or for any commitment
in
the course of performance of this Agreement.
Contractor
agrees that any breach of this warranty is sufficient grounds for Company to
terminate this Agreement without obligation to the Contractor. Such termination
will not affect any other rights Company may have under this Agreement or
otherwise.
| 26.0 | COOPERATION |
Contractor
shall cooperate with Company and other contractors engaged by Company in
scheduling its work and methods of performance to suit the overall requirements
of Company.
| 27.0 | LOCAL CONTENT |
Contractor
shall, to the maximum extent practicable in the performance of the Services,
give preference to and use labor, both skilled and unskilled, professional
personnel, and contractors, from the immediate region of the Company
developments.
| 28.0 | CONTINUING OBLIGATION |
Notwithstanding
the termination of this Agreement, the Parties shall continue to be bound by
the
provisions of this Agreement, with respect to matters arising and liabilities
accrued during the Term of this Agreement.
| 29.0 | HEADINGS AND ORDER |
Headings
provided in this Agreement are for the ease of reference and shall not be
considered when interpreting the meaning of the text of this Agreement. Further,
the order of the various terms in this Agreement does not imply any priority
or
importance one over the other of the various terms.
| 30.0 | WAIVER |
Failure
of either Party to enforce any one of its rights under this Agreement shall
not
be deemed or construed to be a waiver on the part of such Party. Company and
Contractor agree that none of the requirements of this Agreement shall be
considered waived or amended by either Party, unless such waiver is prepared
in
writing and signed as accepted by both Company and Contractor.
| 31.0 | AMENDMENT |
Company
and Contractor agree that none of the terms and conditions and other
requirements of this Agreement may be changed or deleted or otherwise amended,
unless such amendment is prepared in writing and signed as accepted by both
Company and Contractor.
Compensation
Updated
- 2007 01 04
TABLE
OF CONTENTS
|
Section
|
Title
|
Page
|
|
1.0
|
PURPOSE
|
16
|
|
2.0
|
STATUTORY
REQUIREMENTS
|
18
|
|
3.0
|
PAYMENT
FOR SERVICES
|
18
|
|
4.0
|
PAYMENT
FOR EXPENSES
|
18
|
|
4.1
|
Out
of Pocket
|
18
|
|
4.2
|
Use
of Personal Automobile
|
19
|
|
4.3
|
Third
Party Charges
|
19
|
|
4.4
|
Long
Distance Phone, Facsimile and Courier
|
19
|
|
5.0
|
INCENTIVE
PLAN
|
19
|
|
5.1
|
Stock
Option
|
19
|
|
5.2
|
Bonus
Plan
|
19
|
| 1.0 | PURPOSE |
The
purpose of this document is to define in detail the compensation for the
Services carried out by Contractor in performance of Services under this
Agreement.
| 2.0 | STATUTORY REQUIREMENTS |
Contractor
agrees to and shall be responsible for paying all Canada Pension Plan,
Employment Insurance, Workers Compensation Board, Federal and Provincial Income
Taxes, Provincial Sales Tax (PST) and Goods and Services Tax (GST) and other
costs due to compensation for Services under this Agreement, unless otherwise
stated herein.
Contractor
shall provide evidence of registration, by providing its GST number clearly
indicated on each invoice.
| 3.0 | PAYMENT FOR SERVICES |
Company
shall pay Contractor, in full consideration of Services provided, an
all-inclusive rate excluding Goods and Services Tax (GST) and Provincial Sales
Tax (PST). Company agrees to pay Contractor as follows:
$130
for
each hour of Service
If
applicable to any Services, the GST and PST shall be in addition to the charge
for such Services. Both GST and PST shall be calculated separately at the then
prevailing rate and shown separately on invoices.
All
invoices for payment of Services shall be supported by a completed and signed
time sheet of a format acceptable to Company.
| 4.0 | PAYMENT FOR EXPENSES |
Contractor
shall submit a completed summary expense report in a format acceptable to
Company on the last day of every month for expenses incurred during that month.
All expense reports shall be accompanied by original receipts supporting expense
claims.
| 4.1 | Out of Pocket |
Contractor
shall be reimbursed for reasonably incurred expenses in the performance of
the
Services.
Where
the
expected cost of expenses in a period are significant, Company shall provide
a
payment in advance, in an amount equal to the total amount reasonably
anticipated to be incurred. The amount of the advance shall be deducted from
the
amount otherwise due to Contractor for such expenses.
All
costs
incurred for work permits or other permits necessary for the performance of
the
Services shall be by Company.
| 4.2 | Use of Personal Automobile |
Contractor
owned vehicles when used in the performance of Services shall be reimbursed
for
mileage at a rate of $0.50/km for car, $0.85/km for truck. The costs of all
repairs and necessary insurance shall be born by the Contractor.
| 4.3 | Third Party Charges |
All
third
party charges incurred by contractor in the performance of Services shall be
invoice to Company at cost plus 15%.
| 4.4 | Travel |
While
in
the performance of Services all travel, meals and accommodation reasonably
incurred shall be reimbursed to Contractor. All international air travel and
air
travel inside the North American continent of four hours duration and greater
shall be by unrestricted business class air fare booking.
| 4.5 | Long Distance Phone, Facsimile and Courier |
All
long
distance phone calls, long distance facsimile, and courier charges incurred
by
Contractor in the performance of services shall be reimbursed by
Company.
| 5.0 | INCENTIVE PLAN |
| 5.1 | Stock Option |
Contractor
shall have the right to participate in the same Stock Option Plan offered to
Officers of Company or Contractors acting in the capacity as Officers of the
Company. The terms of the stock option offered shall be defined in the Stock
Option Agreement.
| 5.2 |
Bonus
Plan
|
At
anytime during performance of this Service Agreement, Company and Contactor
may
enter into a bonus plan arrangement whereby Contractor is compensated by Company
for achieving mutually agreed on goals which are tangible and
measurable
Administrative
Procedures
Updated
- 2005 10 30
TABLE
OF CONTENTS
|
Section
|
Title
|
Page
|
|
1.0
|
PURPOSE
|
20
|
|
2.0
|
INVOICES
|
22
|
|
3.0
|
PAYMENT
|
22
|
|
4.0
|
NOTICE
|
23
|
| 1.0 |
PURPOSE
|
The
purpose of this document is to outline procedural issues and requirements,
which
both parties, shall follow in the course of the performance of this
Agreement.
| 2.0 |
INVOICES
|
Contractor
shall prepare and submit invoices for payment in the same currency as that
used
in this Agreement. Foreign currencies shall be converted to the same currency
as
that used in this agreement at the exchange rate on the day the expense had
been
incurred.
All
invoices shall clearly reference this Agreement, by including the agreement
number, in the form “Service Agreement - SA-2005-01”.
Invoices
shall show the details and total amount for services separate from the details
and total amount for allowable expenses.
Contractor
shall invoice for Provincial Sales Tax (PST) and Goods and Services Tax (GST)
separately and in accordance with the applicable government regulations. The
invoice shall clearly indicate PST and GST numbers assigned to
Contractor.
Contractor
shall submit the original invoice on or about the first day of every month,
with
all necessary supporting documentation, and a copy of the original invoice
and
supporting documentation and should be submitted, for payment to:
Northern
Alberta Oil Ltd.
510,
Royal Bank Building
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention
- Finance
| 3.0 |
PAYMENT
|
Invoice
payment terms of Company for such services are "Net 15 days". This means that
the total shown on the invoice is to be paid within 15 days from receipt of
the
invoice, correct in all respects.
If
Company disputes an item on an invoice, Company shall, within five (5) days
of
receipt of the invoice, notify Contractor of the item under dispute, specifying
the reason for the dispute. Company will withhold the amount of the item under
dispute until settlement of the dispute. All undisputed amounts will be paid
in
accordance with this Agreement. Should Company fail to notify Contractor of
an
item which Company disputes within the allowed five day period, all items on
the
invoice will be considered acceptable to Company as invoiced.
Company
will make payment to Contractor by means of electronic transfer directly to
the
bank account of Contractor or by check, at the option of Contractor. Contractor
shall notify Company of its requirement in this regard and the appropriate
information to allow Company to act accordingly.
In
the
event that Company does not pay the undisputed amount within the allowed fifteen
days, interest shall be charged at a rate of 1.5% per month, or part thereof,
from the date the invoice is received by Company.
| 4.0 |
NOTICE
|
All
correspondence shall clearly reference this Agreement, by including the
agreement number, in the form “Service Agreement - SA-2005-01”.
All
correspondence regarding this Agreement for the supply of services shall be
directed as follows:
To
Company at:
Northern
Alberta Oil Ltd.
c/o
Deep
Well Oil and Gas, Inc
▇▇▇,
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention:
Contracts Manager
To
Contractor at:
Trebax
Projects Ltd.
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Scope
of Work
Updated
- 2005 10 30
TABLE
OF CONTENTS
|
Section
|
Title
|
Page
|
|
1.0
|
PURPOSE
|
24
|
|
2.0
|
POSITION
|
26
|
|
3.0
|
SKILLS
AND EXPERIENCE
|
26
|
|
4.0
|
RESPONSIBILITY
|
26
|
|
5.0
|
AUTHORITY
|
27
|
|
4.0
|
NOMINATED
INDIVIDUAL
|
27
|
|
5.0
|
DUTIES
|
27
|
|
6.0
|
TERM
|
27
|
|
6.1
|
Intent
to Extend
|
27
|
|
7.0
|
PRIMARY
LOCATION OF WORK
|
27
|
|
8.0
|
HOURS
OF WORK
|
27
|
|
9.0
|
PROVISION
OF EQUIPMENT AND SUPPLIES
|
28
|
| 3.0 |
PURPOSE
|
The
purpose of this document is to define the Services to be performed under this
Agreement, by providing understanding of:
| · |
The
requirements of Contractor in the provision of the
Services
|
| · |
The
nature of the Services to be provided by Contractor, through its
Nominated
Individual
|
| · |
The
Position the Nominated Individual is to fill, to provide an understanding
of the general nature of the
Services
|
| · |
The
other key requirements for the Position and therefore the Nominated
Individual
|
| 2.0 |
POSITION
|
The
details of the Position provided by Contractor are as follows:
Title
-
Chief Operating Officer (COO)
Reports
to - Chief Executive Officer (CEO)
| 3.0 |
SKILLS
AND
EXPERIENCE
|
The
individual who is to fill the Position shall have the following general
experience:
| · |
The
COO shall have a broad background of knowledge with hands on experience
in
no less than three different areas of corporate operations which
supports
Company’s business.
|
| · |
Must
be registered or eligible to be registered as a Professional Engineer
(P.Eng), in the province of Alberta
|
| · |
Experience
in managing large facilities projects and consulting
engineers
|
| · |
Experience
in the engineering design and operations of heavy oil
facilities.
|
| 4.0 |
RESPONSIBILITY
|
The
Position is responsible for the following:
| · |
The
have such responsibilities and powers and shall hold the office of
COO of
the Company and perform such duties normally associated with such
position
and those that the CEO may reasonable request from time to time.
|
| · |
The
COO shall use his best efforts to promote the interests of the Company,
provided however, that nothing herein shall prohibit the COO from
engaging
in enterprises and activities which do not conflict with his duties
and
which do not materially affect his performance or that of the
Company.
|
| · |
At
all times act in the best interest of Company and act in a manner
which
best increases shareholder value in DWOG et al, consistent with the
other
requirements in this Agreement.
|
| · |
Be
responsible for management of the day to day overall corporate operational
activities of the Company, and until as such time as it is deemed
necessary for Company to have department managers, oversee the Drilling,
Production, Exploitation, Engineering and Projects, IT and Communications,
Health Safety and Environment and Human Resources, and report them
to the
CEO.
|
| · |
Be
responsible for coordination and continuous monitoring and general
management of Company operational budget as it best supports the
business
plan.
|
| · |
Support
and assist where necessary the CEO in the implementation of board
decisions and initiatives that are in the best interest if the
Company.
|
| · |
To
report to the CEO on the status and progress of activities and the
associated budgets and schedules.
|
| · |
Contracting
services and hiring employees as the COO deems necessary to support
the
Company’s business plan.
|
| 5.0 |
AUTHORITY
|
The
Position shall have the authority to:
| · |
Allocate
resources as the COO sees fit to ensure the approved budget and schedule
supports the business plan, including any and all required personnel
resources, operational expenditures, and capital
expenditures.
|
| · |
Ultimate
and direct authority with accountability to the CEO, for the overall
day
to day operations of the company in Drilling, Production, Exploitation,
Engineering and Projects, IT and Communications, Health Safety and
Environment, and Human Resources.
|
| 4.0 |
NOMINATED
INDIVIDUAL
|
Contractor
has nominated ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for this position.
Contractor
may not remove or replace or substitute the Nominated Individual, without having
firstly obtained the written consent of Company.
| 5.0 |
DUTIES
|
The
key
specific duties of this Position are as follows:
| · |
Attend
senior management and steering committee
meetings
|
| · |
Compilation
of the overall operations budgets
|
| · |
Supervision
of senior managers
|
| · |
Assist
with and provide input to the operations
committee
|
| 6.0 |
TERM
|
The
Term
of this Agreement shall be one year, commencing from the Effective Date of
this
Agreement, unless terminated according to the other terms of this
Agreement.
| 6.1 |
Intent
to Extend
|
Sixty
(60) days prior to the termination of the term of this Agreement, Company shall
notify Contractor if it intends to provide a subsequent agreement for services,
following the termination of this Agreement. This will allow the Company and
Contractor thirty (30) days to agree to the terms of the subsequent agreement.
Accordingly, any agreement that is to effectively extend the term of this
Agreement shall be agreed by the parties thirty (30) days prior to the end
of
the term of this Agreement.
| 7.0 |
PRIMARY
LOCATION OF
WORK
|
The
Primary Location of Work is Calgary and nearby vicinity.
Travel
expenses, including use of personal automobile, apply for all work, when ever
away from the Primary Location of Work.
HOURS
OF WORK
Contractor
is free to work any hours that it desires, but they shall be generally
consistent with normal business hours. Clearly, Contractor will be expected
to
be available for business meetings, etc. at times dictated by Company and the
demands of the Position.
| 9.0 |
PROVISION
OF EQUIPMENT AND
SUPPLIES
|
For
the
satisfactory performance of the Services, Contractor shall provide his Nominated
Individual with the following equipment, as a minimum:
| · |
Computer
not more than three years old
|
| · |
Computer
software, including MS Office Suite,
email
|
| · |
Internet
Service Provider for the purpose of email and internet
access
|
| · |
Cellular
Phone
|
Printing,
photocopying and the like shall be the responsibility of Company, otherwise
such
matters will be subcontracted and billed as a third party expense.
Company
may provide an office where Contractor’s Nominated Individual may work from time
to time for the purpose of liason with Company Directors, investors, and others,
for the benefit of Company.