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EXHIBIT 10.1
CONSULTING AGREEMENT
This
Consulting Agreement (the “Agreement”) is entered
into as of the 15
th day
of April 2007 by and between True North Energy Corporation, a
Nevada corporation, with its principal offices at 2 Allen Center,
1200 Smith Street, Houston, TX 77002 (the “Company”)
and Constance Knight with an address at 1800 Washington Avenue,
Golden, Colorado 80401 (the “Consultant”).
WHEREAS, the
Company wishes to engage the Consultant to provide geological
technical advisory and related services to the Company and the
Consultant wishes to accept such engagement, all upon the terms and
subject to the conditions contained in this Agreement;
NOW, THEREFORE, the
parties hereto, in consideration of the mutual consideration and
promises contained herein and intending to be bound, hereby agree
as follows:
1.
Retention of Consultant
. The
Company hereby retains the Consultant, and Consultant agrees to be
retained by the Company, upon the terms in, and subject to the
conditions of, this Agreement.
2.
Term
. Subject
to Section 7 hereof, the term of this Agreement shall begin on
April 15, 2007 (the “Effective Date”) and shall
continue for three (3) months thereafter through and including July
15, 2007.
3.
Duties of Consultant
. During
the term of this Agreement, the Consultant shall assist and advise
the Company with respect to geological and technical matters
involving all aspects of the Company’s oil and gas business,
and provide assistance to and work with the Company’s Chief
Executive Officer.
4.
Compensation
. As
compensation to the Consultant for the services to be rendered
under this Agreement, the Company shall pay Consultant $8,000 per
month in cash ($24,000 on an aggregate basis) and $8,000 per month
in common stock of the Company ($24,000 on an aggregate basis).
This Agreement is being given effect as of April 15, 2007, the date
on which the Consultant began to render the consulting services to
the Company. No cash or stock has been paid to Consultant to date.
Hereafter, the monthly cash payments for the services will be paid
on the 15
th day
of each month starting on May 15
th 2007
and ending with a payment on July 15
th 2007.
In connection with the stock compensation, the stock will be
promptly issued to Consultant in a single payment at the end of the
term based upon the value of the stock on the effective date of
this Agreement, April 15, 2007 (the “Execution Date”).
Value shall be based on the closing sale price of the
Company’s common stock on the OTC Bulletin Board on the
Execution Date. In advance of issuance, the Company will file a
registration statement on Form S-8 registering the stock. In the
event of early termination of this Agreement by either party, the
Consultant’s cash payment for the month in which the
Agreement will terminate will be subject to a pro rata adjustment
to reflect the number of days in such month that the Consultant
will be providing consulting services. In the event of early
termination by the Company “With Cause” or by the
Consultant other than for “Good Reason”, as such terms
are defined in Section 7 hereof, the Consultant’s stock
payment will be subject to a pro rata, downward adjustment to
reflect the number of days of the intended six month term during
which this Agreement was in effect. Consultant shall also be
entitled to reimbursement of reasonable out of pocket business
expenses incurred by Consultant in the performance of this
Agreement. Any single expense amount in excess of $1,000 will
require advance written approval from the Company.
5.
Status as Independent Contractor
. The
parties intend and acknowledge that the Consultant is acting as an
independent contractor and not as an employee of the Company. The
Company shall not be responsible for any withholding in respect of
taxes or any other deductions in respect of the fees to be paid to
Consultant and all such amounts shall be paid without any deduction
or withholding. Nothing in this Agreement shall be construed to
create any partnership, joint venture or
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