Exhibit 10.22
THIS AGREEMENT made as of the 1st day of October, 2000,
BETWEEN:
NEWLANDS OIL & GAS INC., a company duly incorporated under
the laws of the State of Nevada and having its Head Office
at #1388 - 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0
(the "Company")
OF THE FIRST PART
AND:
ALL SEASONS CONSULTING INC. (beneficial owner - Xxxxx
Xxxxxxx), a company duly incorporated under the laws of
British Columbia and having its Head Office at 0000
Xxxxxxxxxxx Xxxx, Xxxx Xxxxxxxxx, XX X0X 0X0
(the "Representative")
OF THE SECOND PART
WHEREAS:
A. The Company is desirous of retaining the management services of the
Representative on a continuing basis and the Representative has agreed to
provide such services to the Company upon the terms and conditions hereinafter
set forth;
WITNESS THAT in consideration of the mutual agreements and covenants contained
herein and other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is agreed as follows:
1. The Company engages the Representative for a term of 1-year commencing
October 1, 2000, unless extended or terminated earlier as hereinafter provided
(the "Term").
2. This Agreement may be terminated at any time by either party on 30 days'
prior written notice to the other party.
3. During the Term, the Representative shall serve the Company (and/or such
subsidiary or subsidiaries as the Company may from time to time require) in such
senior management and/or Representative capacity or capacities as may from time
to time be determined by the Board of Directors of the Company (the "Board") and
shall perform such duties and exercise such powers as may from time to time be
determined by the Board, Company, or of any such subsidiary.
4. The Representative shall well and faithfully serve the Company and/or any
subsidiary as aforesaid during the continuance of the Representative's
engagement hereunder, shall devote the time, effort and ability to the Company's
affairs and business necessary for the Representative to perform her duties
under this Agreement and shall perform the Representative's duties hereunder in
an efficient, trustworthy and businesslike manner to the advantage and benefit
of the Company. The Representative's duties shall include the managing of the
daily operations and required personnel.
5. The Company is aware that the Representative has now and will continue to
have obligations to and financial interests in other companies and businesses
and the Company recognizes that these companies and businesses will require a
certain portion of the Representative's time. The Company agrees that the
Representative may continue to devote time to such outside interests, provided
that such interests do not conflict with the time required for the
Representative to perform the Representative's duties under this Agreement.
6. The Representative shall not, either during the Term or at any time
thereafter, disclose the private affairs of the Company and/or its subsidiary or
subsidiaries, or any secrets of the Company and/or its subsidiary or
subsidiaries to any person other than the directors of the Company and/or its
subsidiary or subsidiaries or for the Company's purposes and shall not (either
during the Term or at any time thereafter) use for the Representative's own
purposes or for any purposes other than those of the Company, any information
the Representative may acquire in relation to the business and affairs of the
Company and/or its subsidiary or subsidiaries.
7. The terms "subsidiary" and "subsidiaries" as used herein mean any
corporation or company of which more than 50% of the outstanding shares carrying
voting rights at all times (provided that the ownership of such shares confers
the right at all times to elect at least a majority of the board of directors of
such corporation or company) are for the time being owned by or held for the
Company and/or any other corporation or company in like relation to the Company
and include any corporation or company in like relation to a subsidiary.
8. The basic fee for the Representative's services hereunder shall be at the
rate of US THIRTYSIX THOUSAND DOLLARS (US$36,000) per year, payable in equal
monthly installments of US THREE THOUSAND DOLLARS (US$3,000).
9. The Representative may be compensated for special projects at the
discretion of the Board and shall be reimbursed for all travel and other
reasonable expenses actually and properly incurred by the Representative in
connection with his duties hereunder. For all such expenses the Representative
shall furnish to the Company statements and vouchers as and when required by it.
10. This Agreement may be terminated forthwith by the Company without prior
notice if at any time:
(a) the Representative shall commit any breach of any of the provisions herein
contained; or
(b) the Representative shall be guilty of any misconduct or neglect in the
discharge of his duties hereunder;
(c) the Representative shall become bankrupt or make any arrangements or
composition with his creditors; or
(d) the Representative shall be convicted of any criminal offense other than an
offense which, in the reasonable opinion of the Board, does not affect his
position with the Company.
11. In the event this Agreement is terminated by reason of default on the part
of the Representative, then, at the request of the Board, the Representative
shall forthwith resign any position or office which she then holds with the
Company or any subsidiary.
12. The services to be performed by the Representative pursuant hereto are
personal in character, and neither this Agreement nor any rights or benefits
arising thereunder are assignable by the Representative without the prior
written consent of the Company.
13. If any provision, word or clause of this Agreement shall be held to be
illegal, invalid or unenforceable for any reason, such illegality, invalidity or
unenforceability shall not affect the remaining provisions which shall be fully
severable, and this Agreement shall be construed and enforced without regard to
such illegal, invalid or unenforceable provision.
14. This Agreement contains the entire agreement of the parties in respect of
the subject matter hereof and can be modified only by an agreement in writing,
signed by the party against whom or which enforcement of any waiver, change,
modification or discharge is sought, and supersedes any other oral or written
agreements of the parties in respect of the subject matter hereof. Any and all
previous agreements, written or oral, between the parties hereto or on their
behalf relating to the engagement of the Representative by the Company are
hereby terminated and cancelled and each of the parties hereby releases and
forever discharges the other party of and from all manner of actions, causes of
action, claims, suits and demands whatsoever under or in respect of any such
agreement.
15. Any notice required or permitted to be given under this Agreement shall be
delivered personally, sent by courier or mailed by registered mail, postage
prepaid, to the address of the respective party set out on the first page hereof
and any such notice personally delivered or sent by courier as aforesaid shall
be deemed to have been given on the date of delivery and any such notice mailed
as aforesaid shall be deemed to have been given on the second business day
following the date of mailing. Any address for the giving of notices hereunder
may be changed by notice in writing given hereunder.
16. The provisions of this Agreement shall enure to the benefit of and be
binding upon the legal personal representatives of the Representative and the
successors and assigns of the Company. For this purpose, the terms "successors"
and "assigns" shall include any person, firm or corporation or other entity
which at any time, whether by merger, purchase or otherwise, shall acquire all
or substantially all of the assets or business of the Company.
17. This Agreement is being delivered and is intended to be performed in the
Province of British Columbia and shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by and interpreted in
accordance with, the laws of such Province.
IN WITNESS WHEREOF this Agreement has been executed as of the day, month and
year first above written.
NEWLANDS OIL & GAS INC.
By: /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: President
ALL SEASONS CONSULTING INC.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: President
