Exhibit 10.6
CONSULTING AGREEMENT
THIS AGREEMENT dated for reference January 31, 2007 (the
“Effective Date”).
BETWEEN:
DOWNSHIRE CAPITAL INC., of 1980 Sherbrooke West,
Suite 1110, Montreal, Quebec H3H 1E8
(hereinafter called the "Consultant")
OF THE FIRST PART
AND:
LIONS PETROLEUM, INC. , a
corporation incorporated under the laws of Delaware and having
an office at 600 17 th Street, Suite 2800 South,
Denver, Colorado 80202
(hereinafter called the
“Company”)
OF THE SECOND PART
WHEREAS:
A.
The Company wishes to acquire and the Consultant
wishes to supply the services described herein upon the terms and
conditions set out in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the mutual premises and covenants contained in
this Agreement, the parties hereto covenant and agree as
follows:
1.
Provision of Services
1.1
Subject to the terms of this Agreement, the
Consultant shall provide to the Company the services listed in
Schedule "A" hereto and all such other services as are
necessarily incidental thereto that may be required by the Company
(the "Services").
1.2
The Consultant shall use his best efforts to
further the interests of the Company in providing the Services.
2
2.
Changes in Service
2.1
The Company shall be entitled to order changes
and/or deletions from the Services as set out in Schedule "A"
by giving written notice to the Consultant without invalidating
this Agreement. The Consultant shall be deemed to have agreed
to such changes and/or deletions and the Services to be provided
hereunder shall be modified accordingly.
3.
Remuneration of Consultant
3.1
In consideration of the Consultant's performance of
the Services as required by this Agreement the Company shall pay
the Consultant the following remuneration:
(a)
Upon execution of this Agreement, US$127,500;
(b)
An additional sum of US$51,000 two months after the
Effective Date if the average trading volume in the prior
months was at least 50,000 shares per day and the average closing
price was at least US$1.20;
(c)
An additional sum of US$51,000 four months after
the Effective Date if the average trading volume in the prior
months was at least 50,000 shares per day and the average closing
price was at least US$1.80;
(d)
An additional sum of US$51,000 six months after the
Effective Date if the average trading volume in the prior
months was at least 50,000 shares per day and the average closing
price was at least US$2.20;
4.
Consultant Not Agent or Employee
4.1
The Consultant is not the employee or agent of the
Company and accordingly, shall not purport to enter into any a
contract or subcontract on behalf of the Company or otherwise
purport to act on its behalf. Nothing in this Agreement shall
be deemed to require the Consultant to provide his services
exclusively to the Company and the Consultant hereby acknowledges
that the Company shall not be required to make any remittances or
payments required of employers by statute on the Consultant's
behalf and the Consultant shall not be entitled to the fringe
benefits provided by the Company to its employees.
4.2
The Company acknowledges that since the Consultant
is an independent contractor and not an employee of the Company,
the Consultant shall have direction and control of the manner,
methods, techniques and procedures used by the Consultant to
perform the Services.
3
5.
Facilities
5.1
The Consultant shall provide all the facilities
(including office space, typing, document reproduction, computer
programming and other clerical assistance) that may be required by
the Consultant to perform the Services.
6.
Books and Records
6.1
The Consultant shall keep proper accounts and
records of all expenditures made by it in connection with the
Services, and of the time expended by him in performing the
Services and all invoices, receipts and vouchers relating
thereto.
7.
Company's Obligations
7.1
The Company shall make available to the Consultant
such information and data and shall permit the Consultant to have
access to such documents or premises as are reasonably necessary to
enable it to perform the Services.
8.
Confidentiality and Ownership of Work
Product
8.1
All reports, documents, concepts, reports,
financial records, products, technology, and processes together
with any marketing schemes, business or financing contacts, or
information pertaining to prospective acquisitions, joint ventures
or business combinations or any business opportunities prepared,
produced, developed, or acquired, by or at the direction of the
Consultant, directly or indirectly, in connection with or otherwise
developed or first reduced to practice by the Consultant in the
course of performing Services pursuant to this Agreement including,
without limiting the generality of the foregoing, all inventions,
discoveries, designs, concepts and results of reach and development
(whether or not reduced to writing and whether or not patentable or
protectable by copyright), financial or accounting information,
analysis, projections, data (whether in electronic or other form),
contact lists, and contract sheets, financing leads, sales material
and marketing, financial or technical information pertaining to the
Company’s business (collectively, the “Work
Product”) shall belong exclusively to and shall be the sole
property of the Company and the Company shall be entitled to all
right, title and interest therein, and all profits, or benefits
therefrom. No copies, summaries or other reproductions of any
Work Product shall be made by the Consultant without the express
permission of the Company and the Consultant shall, forthwith upon
the Company’s request, deliver to the Company all Work
Product in the possession of or otherwise available to or under the
control of the Consultant notwithstanding a termination of this
4
Agreement.
8.2
The Consultant shall
not at any time either during the term of this Agreement or
thereafter divulge to any person, firm or corporation, any
information, documents or Work Product (other than information,
documents or Work Product which the Company has authorized for
public disclosure or which has previously been disclosed to the
public) received by him during the course of his
providing the
Services to the Company with regard to the business,
assets, interests, plans, opportunities, technical development,
financial or other affairs or interests of the Company or any of
it subsidiaries, or the Company’s directors, officers and
employees, whether or not such information is marked or
otherwise identified as confidential or proprietary to the
Company, and all such information shall be kept confidential and
shall not in any manner be used by the Consultant or revealed to
anyone by the Consultant, except as may be required by law or
otherwise permitted by the Company in writing.
8.3
The Consultant shall
comply, and shall take proper measures to cause all employees of
the Consultant or other persons under his direction or control
to comply, w
